UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-42932

BETA Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware						83-1276474

(State or other jurisdiction of incorporation or organization)						(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

Securities registered pursuant to ~~section~~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	BETA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ox No xo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~December~~May 0107, ~~2025~~2026, there were ~~220~~222,~~528~~254,~~649~~535 shares of Class A common stock, $0.0001 par value per share, and 8,501,484 shares of Class B common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
	Special Note Regarding Forward-Looking Statements	1
PART I.	FINANCIAL INFORMATION (unaudited)
Item 1.	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity	5
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2016
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2922
Item 4.	Controls and Procedures	3023
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3124
Item 1A.	Risk Factors	3124
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3124
Item 3.	Defaults Upon Senior Securities	3224
Item 4.	Mine Safety Disclosures	3224
Item 5.	Other Information	3224
Item 6.	Exhibits	3325
Signatures		3426

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or the negative of such terms or similar terminology. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the Company’s assumptions about:

•our ability to design, manufacture and deliver our aircraft and other offerings to customers;

•our ability to obtain all required certifications, licenses, approvals, or authorizations from governmental authorities;

•our ability to achieve our business milestones for the commercialization of our aircraft and other offerings in a timely manner, or at all;

•the impact of competing products, services, or technologies or technological changes that result in reduced demand for our aircraft or other offerings, or in other adverse effects on the electric and hybrid electric aviation (including Vertical ~~Take-Off~~Takeoff and Landing (“VTOL”) aircraft) industry or our business;

•our ability to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require;

•our ability to manage and grow our business effectively;

•risks associated with our defense program and our ability to secure and comply with existing or future contracts or otherwise grow our relationship with the U.S. Military and other U.S. governmental organizations;

•the potential for losses and adverse publicity stemming from any accidents or other incidents involving aircraft and, in particular, from accidents involving electric aircraft, or battery solutions, such as lithium-ion batteries;

•natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints, and regulatory conditions;

•our dependence on suppliers and service partners for raw materials and certain parts and components;

•threats of cybersecurity-related attacks and other cyber-incidents;

•our success in retaining or recruiting, or changes in, our officers or other key employees or our directors;

•our ability to address a wide variety of extensive and evolving laws and regulations with which we are, or may in the future be, required to comply;

•changes in tax laws or regulations that are applied adversely to us or challenges to our tax positions;

•claims and litigation that could ultimately be resolved against us;

•the cost of compliance with governmental regulations, evolving scrutiny, and changing expectations from global regulators and our stakeholders regarding our environmental, social, and governance practices and value proposition;

•costs incurred in complying with, or liabilities or obligations imposed under, environmental health and safety laws and regulations; and

•the other factors set forth in “Risk Factors” and elsewhere in the Company’s ~~prospectus,~~Annual ~~dated~~Report ~~November~~on 3,Form ~~2025,~~10-K ~~filed~~for ~~with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission~~31, ~~(the~~2025, ~~“SEC”)~~as insupplemented ~~accordance~~by ~~with~~our ~~Rule~~subsequent ~~424(b)~~filings ofwith the Securities ~~Act~~and ofExchange ~~1933,~~Commission ~~as amended~~ (the “~~Securities Act~~SEC”) ~~on November 4, 2025 (File No~~. ~~333-290570) (the “Prospectus”), this Quarterly Report on Form 10-Q, and our subsequent filings with the SEC.~~

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the ~~Prospectus~~Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q, as well as any subsequent filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and ~~investors~~you are cautioned not to unduly rely upon these statements.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “BETA,” the “Company,” “we,” “us,” and “our,” refer to BETA Technologies, Inc. and its consolidated subsidiaries.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

Part I. Financial Information


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,589,398	$	1,710,227
Accounts receivable(1)	6,430		5,747
Prepaid expenses and other current assets(1)	24,993		23,494
Total current assets	1,620,821		1,739,468
Property and equipment, net	370,971		348,540
Operating lease right-of-use assets	17,836		16,417
Other non-current assets	3,474		1,840
Total assets	$	2,013,102	$	2,106,265
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	22,411	$	24,503
Accrued expenses	29,000		35,109
Payroll liabilities	8,817		3,334
Deferred revenue(2)	3,911		3,704
Operating lease liabilities	1,626		1,551
Notes payable	7,129		5,711
Other current liabilities	2,968		2,483
Total current liabilities	75,862		76,395
Deferred revenue, non-current(2)	13,230		12,550
Operating lease liabilities, non-current	18,184		16,838
Notes payable, non-current(3)	177,596		179,799
Other liabilities	2,975		2,847
Total liabilities	287,847		288,429
Commitments and contingencies (see Note 6)
Stockholders’ equity:
Preferred stock, $0.0001 par value Authorized - 50,000,000 shares Issued and outstanding - 0 shares as of March 31, 2026 and December 31, 2025	-		-
Class A Common stock, $0.0001 par value Authorized - 1,250,000,000 shares Issued and outstanding - 221,299,939 and 220,726,547 shares as of March 31, 2026 and December 31, 2025	22		22
Class B Common stock, $0.0001 par value Authorized - 10,000,000 shares Issued and outstanding - 8,501,484 shares as of March 31, 2026 and December 31, 2025	1		1
Additional paid-in capital	3,761,078		3,731,273
Accumulated deficit	(2,035,759)		(1,913,450)
Accumulated other comprehensive loss	(87)		(10)
Total stockholders’ equity	1,725,255		1,817,836
Total liabilities and stockholders’ equity	$	2,013,102	$	2,106,265

Item 1. Financial Statements

	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	687,627	$	301,396
Accounts receivable(1)	7,683		2,152
Prepaid expenses and other current assets(1)	17,196		23,791
Total current assets	712,506		327,339
Property and equipment, net	331,706		319,588
Operating lease right-of-use assets	16,582		16,411
Prepaid expenses and other non-current assets	8,543		3,034
Total assets	$	1,069,337	$	666,372
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	13,166	$	16,232
Deferred revenue, current(2)	3,616		6,401
Operating lease liabilities, current	1,540		1,741
Notes payable, current	5,670		2,835
Accrued expenses and other current liabilities	44,320		29,345
Total current liabilities	68,312		56,554
Deferred revenue, non-current(2)	12,430		6,360
Operating lease liabilities, non-current	16,995		16,683
Notes payable, non-current	179,103		149,231
Other liabilities	2,608		1,601
Total liabilities	279,448		230,429
Commitments and contingencies (see Note 7)
Convertible preferred stock and stockholders’ equity:
Convertible Series A preferred stock, $0.00002 par value, 56,088,617 shares authorized, issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $640,005 as of September 30, 2025 and December 31, 2024(3)	624,733		624,733
Convertible Series B preferred stock, $0.00002 par value, 30,925,502 shares authorized; 25,416,180 shares issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $505,263 and $483,190 as of September 30, 2025 and December 31, 2024, respectively(3)	491,961		469,889
Convertible Series C preferred stock, $0.00002 par value, 26,479,034 shares authorized; 26,445,232 and 18,060,773 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; liquidation preference of $494,564 and $327,561 as of September 30, 2025 and December 31, 2024, respectively(3)	539,527		316,691
Convertible Series C-1 preferred stock, $0.00002 par value, 27,872,661 shares authorized; 23,545,451 shares issued and outstanding as of September 30, 2025 and 0 shares issued and outstanding as of December 31, 2024; liquidation preference of $422,843 and $0 as of September 30, 2025 and December 31, 2024, respectively(3)	724,747		—
Common stock, $0.00002 par value, 239,813,390 and 223,340,884 shares authorized; 37,578,571 and 37,040,639 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively(3)	1		1
Common stock, super voting, $0.00002 par value, 8,501,484 shares authorized, issued, and outstanding as of September 30, 2025 and December 31, 2024(3)	—		—
Treasury stock	(5,888)		(5,888)
Additional paid-in capital	—		—
Accumulated deficit	(1,585,099)		(969,276)
Foreign currency translation adjustments	(93)		(207)
Total convertible preferred stock and stockholders’ equity	789,889		435,943
Total liabilities, convertible preferred stock and stockholders’ equity	$	1,069,337	$	666,372

______________

(1)Includes related party amounts of $24,~~226~~593 and $12,~~473~~202 (accounts receivable) and $0 and $92,~~897~~802 (prepaid expenses and other current assets) as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, respectively (see Note 1411).

(2)Includes related party amounts of $1,~~011~~162 and $~~400~~1,011 (deferred revenue~~, current~~) and $8,~~545~~970 and $38,~~497~~290 (deferred revenue, non-current) as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, respectively (see Note 1411).

(3)~~Share~~Includes ~~amounts~~related ~~have~~party ~~been~~amounts ~~adjusted~~of to$32,751 ~~reflect~~and ~~the~~$32,626 ~~6.3811681-for-1~~as ~~forward~~of ~~stock~~March 31, ~~split~~2026, ~~that~~and ~~became effective on November 3~~December 31, 2025, inrespectively ~~connection with the initial public offering~~ (see Note 1 11).

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except ~~share and~~ per share amounts)

(unaudited)

	For the Three Months EndedSeptember 30,				For the Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024		2025		2024
	2026		2025
Revenues:
Product revenue(1)	$	2,917	$	799	$	7,993	$	1,395
Product	$	963	$	2,488
Service revenue(1)	6,001		2,267		16,490		9,260
Service(1)	9,170		7,111
	8,918		3,066		24,483		10,655
	10,133		9,599
Cost of revenues:
Product revenue	1,660		662		2,255		1,250
Product	596		533
Service revenue	1,081		527		3,415		2,049
Service	3,705		1,205
	2,741		1,189		5,670		3,299
	4,301		1,738
Gross margin:
Product revenue	1,257		137		5,738		145
Product	367		1,955
Service revenue	4,920		1,740		13,075		7,211
Service	5,465		5,906
	6,177		1,877		18,813		7,356
	5,832		7,861
Operating expenses:
Research and development	56,371		54,043		170,484		146,152
Research and development(2)	91,739		57,864
General and administrative(2)	3047,~~380~~050		2028,~~834~~014		~~86,241~~		~~57,399~~
Total operating expenses	86138,~~751~~789		7485,~~877~~878		~~256,725~~		~~203,551~~
Loss from operations	(80132,~~574~~957)		(7378,~~000~~017)		~~(237,912)~~		~~(196,195)~~
Other (expense) income:
Other (income) expense:
Interest expense	(3,464)		(2,908)		(9,214)		(8,502)
Interest income	(14,481)		(2,697)
Interest income	2,628		1,035		7,348		5,740
Interest expense(3)	3,617		2,860
Loss on issuance of convertible preferred stock	(355,551)		—		(355,551)		—
Total other (income) expense	(10,864)		163
Total other (expense)	(356,387)		(1,873)		(357,417)		(2,762)
Loss before income taxes	(122,093)		(78,180)
Loss before income taxes	(436,961)		(74,873)		(595,329)		(198,957)
Provision for income taxes	216		98
Income tax expense	(253)		(191)		(580)		(246)
Net loss	(122,309)		(78,278)
Net loss	(437,214)		(75,064)		(595,909)		(199,203)
Convertible preferred stock paid-in-kind dividend	-		12,164
Convertible preferred stock PIK dividend	(14,596)		(7,035)		(39,136)		(19,987)
Net loss attributable to common stockholders	$	(122,309)	$	(90,442)
Net loss attributable to common stockholders	$	(451,810)	$	(82,099)	$	(635,045)	$	(219,190)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.53)	$	(1.98)
Net loss per share attributable to common stockholders, basic and diluted	$	(9.83)	$	(1.81)	$	(13.86)	$	(4.85)
Comprehensive loss:
Weighted average common shares outstanding, basic and diluted	45,948,603		45,269,895		45,807,560		45,174,580
Net loss	$	(122,309)	$	(78,278)
Comprehensive loss:
Foreign currency translation adjustments	(77)		(2)
Net loss	$	(437,214)	$	(75,064)	$	(595,909)	$	(199,203)
Comprehensive loss	$	(122,386)	$	(78,280)
Foreign currency translation adjustments	(110)		23		114		(47)
Comprehensive loss	$	(437,324)	$	(75,041)	$	(595,795)	$	(199,250)

______________

(1)Includes related party amounts of $~~0 and $535 (product revenue) and $1~~7,~~454~~999 and $12,~~260~~182 ~~(service revenue)~~ for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively. Includes related party amounts of $0 and $1,059 (product revenue) and $5,064 and $3,805 (service revenue) for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively (see Note 1411).

(2)Includes related party amounts of $05,634 and $~~(549)~~0 ~~(general~~attributable ~~and~~to ~~administrative)~~warrant ~~for~~expense ~~the~~(research ~~three~~and ~~months~~development) ~~ended September 30, 2025~~ and ~~2024, respectively. Includes related party amounts of~~ $~~(140)~~87 and $(~~1,057~~103) (general and administrative) for the ~~nine~~ three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively (see Note 1411). ~~See accompanying notes to consolidated financial statements.~~

(3)Includes related party amounts of $701 and $0 for the three months ended March 31, 2026 and 2025, respectively (see Note 11).

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CONVERTIBLE PREFERRED STOCK AND~~ STOCKHOLDERS’ EQUITY

(in thousands, except share ~~and per share~~ amounts)

(unaudited)

	Preferred Stock (Series A, B, C, and C-1)			Common Stock Including Super Voting Common Stock and Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Foreign Currency Translation Adjustments		Total Convertible Preferred Stock and Stockholders’ Equity
	Convertible Preferred Stock(Series A, B, C and C-1)			Common Stock Including Class A, Class B and Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares(1)	Amount		Shares(1)	Amount
Balance as of June 30, 2024	81,504,797	$	1,080,447	45,245,488	$	(5,887)	$	—	$	(808,203)	$	(83)	$	266,274
Balance as of December 31, 2024	99,565,570	$	1,411,313	45,542,122	$	(5,887)	$	-	$	(969,276)	$	(207)	$	435,943
Issuance of common stock for cash	—	—		55,605	—		261		—		—		261
Issuance of common stock upon exercise of stock options	-	-		229,511	-		750		-		-		750
Convertible preferred stock PIK dividend	—	7,035		—	—		(4,828)		(2,207)		—		—
Issuance of convertible Series C preferred stock, net of issuance costs	44,592	721		-	-		-		-		-		721
Stock based compensation	—	—		—	—		4,567		—		—		4,567
Convertible preferred stock paid-in-kind dividend	-	12,164		-	-		(8,057)		(4,107)		-		-
Foreign currency translation adjustments	—	—		—	—		—		—		23		23
Stock-based compensation	-	-		-	-		7,307		-		-		7,307
Net loss	—	—		—	—		—		(75,064)		—		(75,064)
Foreign currency translation adjustments	-	-		-	-		-		-		(2)		(2)
Balance as of September 30, 2024	81,504,797	$	1,087,482	45,301,093	$	(5,887)	$	—	$	(885,474)	$	(60)	$	196,061
Net loss	-	-		-	-		-		(78,278)		-		(78,278)
Balance as of June 30, 2025	99,735,577	$	1,438,733	45,895,052	$	(5,887)	$	—	$	(1,139,651)	$	17	$	293,212
Balance as of March 31, 2025	99,610,162	$	1,424,198	45,771,633	$	(5,887)	$	-	$	(1,051,661)	$	(209)	$	366,441
Issuance of common stock for cash	—	—		185,003	—		849		—		—		849
Balance as of December 31, 2025	-	$	-	229,228,031	$	23	$	3,731,273	$	(1,913,450)	$	(10)	$	1,817,836
Issuance of convertible Series C preferred stock, net of issuance costs	8,214,452	203,361		—	—		—		—		—		203,361
Issuance of common stock upon exercise of stock options	-	-		330,482	-		755		-		-		755
Issuance of convertible Series C-1 preferred stock, net of issuance costs	23,545,451	724,278		—	—		—		—		—		724,278
Issuance of common stock upon vesting of restricted stock	-	-		242,910	-		-		-		-		-
Convertible preferred stock PIK dividend	—	14,596		—	—		(6,362)		(8,234)		—		—
Stock-based compensation	-	-		-	-		23,416		-		-		23,416
Stock based compensation	—	—		—	—		5,205		—		—		5,205
Warrant expense	-	-		-	-		5,634		-		-		5,634
Warrant expense	—	—		—	—		308		—		—		308
Foreign currency translation adjustments	-	-		-	-		-		-		(77)		(77)
Foreign currency translation adjustments	—	—		—	—				—		(110)		(110)
Net loss	-	-		-	-		-		(122,309)		-		(122,309)
Net loss	—	—		—	—		—		(437,214)				(437,214)
Balance as of March 31, 2026	-	$	-	229,801,423	$	23	$	3,761,078	$	(2,035,759)	$	(87)	$	1,725,255
Balance as of September 30, 2025	131,495,480	$	2,380,968	46,080,055	$	(5,887)	$	—	$	(1,585,099)	$	(93)	$	789,889
Balance as of December 31, 2023	81,504,797	$	1,067,495	45,042,081	$	(5,357)	$	—	$	(676,687)	$	(13)	$	385,438
Issuance of common stock for cash	—	—		371,563	—		1,231		—		—		1,231
Repurchase of common stock	—	—		(112,551)	(530)		—		—		—		(530)
Convertible preferred stock PIK dividend	—	19,987		—	—		(10,403)		(9,584)		—		—
Stock based compensation	—	—		—	—		9,172		—		—		9,172
Foreign currency translation adjustments	—	—		—	—		—		—		(47)		(47)
Net loss	—	—		—	—		—		(199,203)		—		(199,203)
Balance as of September 30, 2024	81,504,797	$	1,087,482	45,301,093	$	(5,887)	$	—	$	(885,474)	$	(60)	$	196,061
Balance as of December 31, 2024	99,565,570	$	1,411,313	45,542,122	$	(5,887)	$	—	$	(969,276)	$	(207)	$	435,943
Issuance of common stock for cash	—	—		537,933	—		2,095		—		—		2,095
Issuance of convertible Series C preferred stock, net of issuance costs	8,384,459	206,241		—	—		—		—		—		206,241
Issuance of convertible Series C-1 preferred stock, net of issuance costs	23,545,451	724,278		—	—		—		—		—		724,278
Convertible preferred stock PIK dividend	—	39,136		—	—		(19,222)		(19,914)		—		—
Stock based compensation	—	—		—	—		16,819		—		—		16,819
Warrant expense	—	—		—	—		308		—		—		308
Foreign currency translation adjustments	—	—		—	—		—		—		114		114
Net loss	—	—		—	—		—		(595,909)		—		(595,909)
Balance as of September 30, 2025	131,495,480	$	2,380,968	46,080,055	$	(5,887)	$	—	$	(1,585,099)	$	(93)	$	789,889

______________

(1)Share amounts have been adjusted to reflect the 6.3811681-for-1 forward stock split that became effective on November 3, 2025 in connection with the initial public offering ~~(see Note 1)~~.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Operating activities
Cash flows from operating activities
Net loss	$	(~~595~~122,~~909~~309)	$	(~~199~~78,~~203~~278)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	166,~~314~~151		115,~~313~~121
Loss on disposal of property and equipment	~~2,473~~331		~~591~~871
Loss on issuance of convertible preferred stock	355,551		—
Stock-based compensation	23,416		7,307
Stock based compensation	16,819		9,172
Warrant expense	5,634		-
Warrant expense	308		—
Non-cash interest expense	684		534
Non-cash interest expense	1,508		1,586
Other	119		117
Non-cash lease expense	185		330
Net changes in operating assets and liabilities	(9,386)		6,066
Changes in operating assets and liabilities:
Net cash used in operating activities	(95,360)		(58,262)
Accounts receivable	(5,531)		(2,626)
Cash flows from investing activities
Prepaid expenses and other current assets	3,653		3,858
Purchases of property and equipment	(24,176)		(6,681)
Other assets and liabilities	(6)		19
Proceeds from sale of property and equipment	-		431
Accounts payable, accrued expenses and current liabilities	17,990		7,564
Net cash used in investing activities	(24,176)		(6,250)
Operating lease liabilities	(27)		(226)
Cash flows from financing activities
Deferred revenue	3,286		2,360
Proceeds from convertible Series C preferred stock	-		799
Net cash used in operating activities	(183,386)		(165,262)
Payment of convertible Series C preferred stock issuance costs	(150)		(1,616)
Investing activities
Payment of other initial public offering issuance costs	(402)		-
Purchases of property and equipment	(25,663)		(51,681)
Repayment of borrowings	(1,435)		(228)
Proceeds from sale of property and equipment	1,296		380
Exercise of stock options	755		750
Net cash used in investing activities	(24,367)		(51,301)
Principal payments on finance lease obligations	(16)		(15)
Financing activities
Net cash used in financing activities	(1,248)		(310)
Proceeds from convertible Series C preferred stock	150,406		—
Effect of currency translation on cash, cash equivalents and restricted cash	(41)		(1)
Proceeds from convertible Series C-1 preferred stock	422,375		—
Decrease in cash, cash equivalents and restricted cash	(120,825)		(64,823)
Proceeds from sale-leaseback transaction	32,658		—
Cash, cash equivalents and restricted cash at beginning of period	1,715,265		302,025
Proceeds from the issuance of promissory note	—		15,501
Cash, cash equivalents and restricted cash at end of period	$	1,594,440	$	237,202
Payment of debt issuance costs	—		(150)
Supplemental cash flow information
Repayment of borrowings	(2,103)		(685)
Cash paid for interest	2,952		2,326
Issuance of common stock	2,095		1,231
Cash paid for operating leases	997		887
Principal payments on finance lease obligations	(46)		(39)
Stock issuance costs	(7,005)		—
Repurchase of common stock	—		(530)
Net cash provided by financing activities	598,380		15,328
Effect of currency translation on cash, cash equivalents and restricted cash	(20)		(24)
Increase (decrease) in cash, cash equivalents and restricted cash	390,607		(201,259)
Cash, cash equivalents and restricted cash at beginning of period	302,025		254,136
Cash, cash equivalents and restricted cash at end of period	$	692,632	$	52,877
Supplemental disclosure of cash flow information
Cash paid for interest	7,946		6,842
Cash paid for taxes	117		34
Non-cash investing and financing activities
Right-of-use assets recognized for new leases	1,~~243~~932		~~796~~4
Right-of-use assets modified for amendments	6		(1,138)
Property and equipment recorded in accounts payable	13,016		5,467
Property and equipment recorded in accounts payable	4,147		12,319
Stock issuance costs recorded in accounts payable and accrued liabilities	195		9,212
Stock issuance costs recorded in accounts payable and accrued liabilities	1,773		1,405
Deferred offering costs included in accounts payable and accrued expenses and other liabilities	6,181		—

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts in the condensed consolidated statements of cash flows ~~(in thousands)~~:

As of September 30, 2025

As of September 30, 2024

March 31,2026

March 31,2025

Cash and cash equivalents

~~687~~1,~~627~~589,398

52236,~~248~~572

Restricted cash included in:

Prepaid expenses and other current assets

4,~~561~~576

~~147~~164

Other assets

~~444~~466

~~482~~466

Total cash, cash equivalents and restricted cash in the condensed statements of cash flows

692,632

52,877

Total cash, cash equivalents and restricted cash

1,594,440

237,202

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BETA TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

1.~~NATURE~~Nature OFof ~~OPERATIONS AND LIQUIDITY~~Operations

BETA Technologies, Inc. (“BETA” or the “Company”) ~~designs, manufactures, and sells high-performance electric aircraft, advanced electric propulsion systems, charging systems and components. The Company~~ specializes in the design, development, and manufacturing of electric aircraft, including advanced flight control and electric propulsion systems, with a focus on clean aviation technology. InThe ~~addition, the~~ Company ~~manufactures~~has ~~and~~wholly-owned ~~operates~~subsidiaries ~~charge~~located ~~stations~~in ~~and~~the ~~infrastructure~~United ~~for~~States ~~charging~~and ~~electric~~certain ~~aircraft.~~foreign ~~The~~jurisdictions ~~charging~~for ~~systems provide~~ the ~~power~~purpose ~~needed~~of toholding ~~safely,~~its ~~quickly,~~interests ~~and~~in ~~efficiently charge electric~~ aircraft., ~~The Company~~intellectual ~~also maintains~~ and ~~provides~~real ~~access to simulators for its customers and partners to understand the capabilities of the aircraft~~property.

~~On November 5, 2025, the Company completed its initial public offering (the “IPO”) of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34~~2.00Basis ~~per share, inclusive~~ of ~~the~~Presentation exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. The Company received net proceeds from the IPO of approximately $1,103,327, after deducting approximately $63,922 in underwriting discounts and ~~commissions.~~Accounting ~~The Company’s Class A common stock trades on the New York Stock Exchange under the symbol “BETA.”~~Policies

In connection with the IPO, all shares of the Company’s pre-IPO convertible preferred stock (“Preferred Stock”), including the acceleration of the related paid-in-kind (“PIK”) dividend, automatically converted into 147,806,862 shares of the Company’s pre-IPO common stock. In addition, the Company authorized a 6.3811681-for-1 forward stock split of the Company’s pre-IPO common stock and pre-IPO super voting common stock (the “Stock Split”) and the reclassification and exchange of the resulting stock into Class A common stock and Class B common stock. Following the IPO, no shares of Preferred Stock remained outstanding. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the Stock Split.

2.BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The ~~accompanying unaudited~~ condensed consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and aswith ~~required~~the byinstructions to Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly ~~present~~state the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes asthereto ofincluded ~~and~~in the Company’s Annual Report for the year ended December 31, ~~2024 included in the Prospectus~~2025. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”).

Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company.

Summary of Significant Accounting Policies

There have been no ~~other~~ changes to the Company’s significant accounting policies described in Note 2 “~~Summary~~Basis of ~~Significant~~Presentation and Accounting Policies” to the consolidated financial statements and notes asthereto ofincluded ~~and~~in the Company’s Annual Report for the year ended December 31, ~~2024~~2025 ~~included in the Prospectus~~ that have had a material impact on the condensed consolidated financial statements and related notes~~, other than those described below~~. ~~Certain items in the prior year’s audited consolidated financial statements have been reclassified to conform to the current presentation.~~

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Concentration of Credit Risk

~~Specific~~As ~~revenue~~of ~~from~~March 31, ~~customers~~2026 ~~exceeding~~and 10December 31, 2025, 96% and 85% of ~~total~~accounts ~~revenues~~receivable, ~~for~~respectively, ~~the~~were ~~three~~derived ~~and~~from ~~nine months~~customers ~~ended~~in ~~September 30,~~excess ~~2025~~of ~~and~~10% ~~2024~~of ~~were~~total asaccounts ~~follows:~~receivable.

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Customer A	*	21%	21%	43%
Customer B	16%	41%	18%	35%
Customer C	*	17%	*	11%
Customer D	*	*	15%	*
Customer E	26%	*	*	*
Customer F	15%	*	*	*
Customer G	23%	*	*	*

Specific revenue from customers exceeding 10% of total revenues for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	2026	2025
Customer A	*	44%
Customer B	17%	15%
Customer C	*	17%
Customer D	62%	*
Customer E	*	14%

______________

*Less than 10%

~~Specific~~Collaborative ~~customer receivable balances in excess of 10% of total accounts receivable as of September 30, 2025 and December 31, 2024 were as follows:~~Arrangement

	As of September 30, 2025	As of December 31, 2024
Customer A	28%	25%
Customer B	28%	56%
Customer C	*	13%
Customer E	34%	*

During September 2025, the Company entered into a collaborative arrangement with General Electric Company, operating as GE Aerospace (“GE Aerospace”) and in connection with this arrangement, issued warrants to purchase Class A common stock. During the three months ended March 31, 2026, the Company recorded research and development expense of $6,134, which includes $5,634 of warrant expense. As of March 31, 2026, there was $55,529 of unrecognized compensation cost related to unvested warrants.

~~______________~~Fair Value Disclosures

*LessAs ~~than~~of ~~10%~~March 31, 2026 and December 31, 2025, cash and cash equivalents included $1,418,434 and $1,550,925 of cash equivalents, respectively. The Company’s cash equivalents are determined to be Level 1 in the fair value hierarchy.

The Company’s credit facility under its credit agreement with the Export-Import Bank of the United States (the “Ex-Im Credit Facility”) is recorded on an amortized cost basis and had a fair value of $154,421 and $155,507 as of March 31, 2026 and December 31, 2025, respectively. The fair value of the Ex-Im Credit Facility is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.

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Deferred Offering Costs

The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the Preferred Stock or in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the offering. The Company recorded $6,724 of deferred offering costs as of September 30, 2025 and there were no deferred offering costs as of December 31, 2024. As a result of the IPO, the Company recorded a reduction of the carrying value of the Class A common stock of $10,723 in November 2025.

Loss on Issuance of Convertible Preferred Stock

As of the closings of Series C and Series C-1 Preferred Stock issued during the three months ended September 2025, the estimated fair value of the Preferred Stock ranged between $114.47 and $196.73 per share compared with the purchase price per share of $114.47. As a result, the Company recorded a non-cash loss of $355,551 to other expense to account for the difference between the amount of aggregate purchase price and the fair value of the shares issued as of the date of issuance. The estimated fair value of the Preferred Stock was prepared using the hybrid method, with one or more scenarios using the option pricing model (the “OPM”) to allocate the equity value to respective share classes. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation.

Collaboration Agreements

The Company assesses joint development arrangements to determine whether they are in the scope of ASC 808 – Collaborative Arrangements (“ASC 808”). The Company evaluates whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on commercial success of the activities. This assessment is performed throughout the life of such arrangement with consideration given to the changes in the roles and responsibilities between the parties.

On September 3, 2025, the Company entered into a Strategic Collaboration Agreement and Joint Technology Development Agreement (together, the “GE Collaboration Agreements”) with General Electric Company, operating as GE Aerospace (“GE Aerospace”) within the scope of ASC 808 to research, develop, manufacture, test, market, sell, field, and support propulsion technologies for hybrid-electric applications, including turbogenerators for future sales to the commercial civilian aircraft market and government customers. Both parties provide engineering personnel, technical expertise, commercial resources, and support to carry out commitments under the GE Collaboration Agreements and are exposed to significant risks as both parties are responsible for its own costs during the development period. Furthermore, both parties participate on a joint development committee that directs the parties’ collaboration across aspects of development. Costs BETA incurs in connection with the GE Collaboration Agreements are recorded within research and development expense.

In connection with the GE Collaboration Agreements, on September 26, 2025, the Company issued warrants to purchase 2,552,467 shares of Class A common stock to GE Aerospace at a pre-split exercise price of $0.01 per share (the “GE Warrants”). The GE Warrants are exercisable upon vesting, and vest subject to the satisfaction of certain milestones, with any shares that remain unvested on the third anniversary of September 3, 2025 vesting on such date if the Company and GE Aerospace are continuing to work together under the GE Collaboration Agreements (or similar arrangements) as of such date. The aggregate grant date fair value of the warrants was $67,236. The estimated fair value of the common stock was prepared using the hybrid method, with one or more scenarios using the OPM to allocate the equity value to the GE Warrants. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation. The Company recorded research and development expense of $308 related to the GE Warrants as of September 30, 2025.

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Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income -—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose in the notes to the consolidated financial statements, of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. ASU 2025-01 clarifies that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

3In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants.~~REVENUE~~ ~~RECOGNITION~~ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim reporting periods beginning after December 15, 2029. The Company does not anticipate that the standard will have a material impact on the condensed consolidated financial statements.

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3.Revenue Recognition

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by customer type, product, or service type, and geographic location, as the Company believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenues ~~for~~by customer type ~~are~~were as follows (in thousands):

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024		2025		2024
	2026		2025
U.S. Government	$	2,702	$	892	$	7,674	$	5,271
U.S. and foreign governments	$	—	$	4,244
Commercial customers	610,~~216~~133		25,~~174~~355		~~16,809~~		~~5,384~~
Total	$	810,~~918~~133	$	39,~~066~~599	$	~~24,483~~	$	~~10,655~~

The Company’s ~~revenues~~recognized ~~for~~revenue ~~product~~from orsales ~~service~~to ~~type~~customers ~~are~~in asthe ~~follows~~United ~~(in~~States during the three months ended March 31, 2026 and 2025 of $9,574 and $9,599, respectively. The Company generated $559 of revenue from international customers during the three months ended March ~~thousands):~~31, 2026 and there was no revenue generated from international customers for the three months ended March 31, 2025.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Product revenue	$	2,917	$	799	$	7,993	$	1,395
Service revenue	6,001		2,267		16,490		9,260
Total	$	8,918	$	3,066	$	24,483	$	10,655

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of March 31, 2026, the Company’s remaining performance obligations were $25,115. The Company currently expects to recognize approximately $15,720 of the remaining performance obligations as revenue during the next 12 months and the remaining to be recognized thereafter. For contracts that the Company has elected the practical expedient to recognize revenue in the amount of consideration to which it has the right to invoice the customer based on services provided, the Company does not disclose unsatisfied performance obligations.

~~The Company’s~~Contract revenue was derived from sales to customers in the United States for the three months ended September 30, 2025 and 2024 of $8,667 and $3,066 and the nine months ended September 30, 2025 and 2024 of $24,232 and $10,655, respectively. The Company generated $251 of revenue from international customers for the three and nine months ended September 30, 2025 and there was no revenue generated from international customers for the three and nine months ended September 30, 2024.Liabilities

As of March 31, 2026 and December 31, 2025, the Company had total deferred revenue of $17,141 and $16,254, respectively. Deferred revenue, and deferred revenue, non-current, increased during the three months ended March 31, 2026, primarily due to receipt of customer payments exceeding revenue recognized on performance obligations. Revenue recognized related to these balances that existed at the beginning of the year was $288 and $3,372 for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the Company also entered into an agreement for post-certification aircraft sales. This agreement has no associated revenues or cost of sales for the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the Company has recorded deposits of $1,000 within deferred revenue and $4,260 within deferred revenue, non-current.

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~~Contract~~4.Property ~~Balances~~and Equipment, Net

The following table provides information about contract liabilities from contracts with customers (in thousands):

	As of September 30,2025		As of December 31,2024
Contract liabilities, current	$	(3,616)	$	(6,401)
Contract liabilities, non-current	(12,430)		(6,360)
Total	$	(16,046)	$	(12,761)

Contract liabilities increased during the nine months ended September 30, 2025, primarily due to payments received in excess of revenue recognized on performance obligations. During the nine months ended September 30, 2025 and 2024, the Company recognized $5,854 and $453 of our contract liabilities as of December 31, 2024 and December 31, 2023, respectively, as revenue. Contract liabilities, current includes $1,000 of customer deposits as of September 30, 2025 and no customer deposits as of December 31, 2024. Contract liabilities, non-current includes $3,885 and $2,660 of customer deposits as of September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025 and 2024, the Company also entered into agreements for aircraft sales pre- and post-certification, with options for pre-certified aircraft that have not been executed. These agreements have no associated revenues or cost of sales for the three and nine months ended September 30, 2025 and 2024.

Remaining Performance Obligations

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of September 30, 2025, the Company’s remaining performance obligations were $18,679. The Company currently expects to recognize approximately $10,058 of the remaining performance obligations as revenue over the next 12 months and the remaining to be recognized thereafter.

4.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

	As of September 30,2025		As of December 31,2024
	March 31,2026		December 31,2025
Computer equipment and software	$	12,518	$	12,194
Buildings, structures and charging network	$	211,448	$	209,556
Furniture and fixtures	1,643		1,615
Machinery and equipment	103,544		94,137
Machinery and equipment	97,307		78,024
Leasehold and land improvements	34,546		33,667
Vehicles and aviation	1726,~~635~~674		1526,~~546~~512
Recharge sites	18,003		12,045
Computer equipment and software	15,453		18,413
Leasehold improvements	27,484		25,888
Construction in progress	39,711		20,580
Buildings and structures	189,144		182,058
	431,376		402,865
Land improvements	1,239		1,239
Accumulated depreciation	(60,405)		(54,325)
Land	2,232		593
Property and equipment, net	$	370,971	$	348,540
Construction in progress	13,236		22,914
Total property and equipment	380,441		352,116
Less: accumulated depreciation	48,735		32,528
Property and equipment, net	$	331,706	$	319,588

Depreciation expense for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024 was $5,794 and $3,888, respectively. Depreciation expense for the nine months ended September 30,~~ 2025 ~~and 2024~~ was $166,~~314~~151 and $115,~~313~~121, respectively.

During the three months ended March 31, 2026 and 2025, the Company disposed $331 and $1,302 of property and equipment, net, respectively.

5.Leases

The Company’s lease arrangements consist of facility, vehicle, aircraft and equipment, as well as other short-term leases for storage and office space. There have been no material changes to the Company’s leases during the three months ended March 31, 2026.

6.Commitments and Contingencies

As of March 31, 2026, the Company was not aware of any material existing, pending or threatened legal actions against the Company. Additionally, the Company has not incurred any material costs as a result of indemnifications nor experienced any losses related to them. As of March 31, 2026, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.

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~~As of September 30, 2025 and December 31, 2024, the Company had assets held for sale of $0 and $852 included within prepaid expenses and other current assets, respectively~~7.Stock-Based During the three months ended September 30, 2025 and 2024, the Company disposed $1,296 and $352 of property and equipment, net, respectively. During the nine months ended September 30, 2025 and 2024, the Company disposed $3,769 and $971 of property and equipment, net, respectively.Compensation

5During the three months ended March 31, 2026, the Company granted 2,236,939 restricted stock units (“RSUs”), which had a weighted-average grant-date fair value of $21.~~NOTES~~17 ~~PAYABLE~~per share. Additionally, during the three months ended March 31, 2026, the Company granted 2,575,356 performance-based restricted stock units (“PSUs”) under the Company’s 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $21.41 per share. The PSU grant consists of four distinct tranches that align with quarterly performance objectives. Upon vesting, each RSU and PSU is equivalent to one share of the Company’s Class A common stock. The Company determines the fair value of PSUs using the per-share market price of the Class A common stock on the grant date. The ultimate number of PSUs that vest is contingent on performance against the Company’s quarterly pre-set objectives and will be adjusted based on the probability and timing of performance achievement. Final compensation expense recognized is based on the number of PSUs that ultimately vest. The PSUs granted during the three months ended March 31, 2026 vest within a two-year period. In April 2026, the Company’s Compensation Committee certified achievement of the first quarterly 2026 PSU performance objective, resulting in the vesting of 630,349 PSUs.

OnThere ~~December 13,~~was 2023, the Company entered into a credit agreement with the Export-Import Bank of the United States (“Ex-Im”) (such agreement, the “Ex-Im Credit Agreement”). The Ex-Im Credit Agreement provides a $~~170~~14,~~103~~360 ~~direct loan facility (the “Ex-Im Credit Facility”), which the Company drew $170,103 as of September 30, 2025~~ and ~~December 31, 2024. Of the~~ $~~170~~44,~~103~~726 ~~in principal amount~~ of ~~borrowings~~unrecognized ~~made~~compensation ~~under~~cost ~~the~~related ~~Ex-Im~~to ~~Credit~~unvested ~~Agreement,~~PSUs ~~$151,250~~and ~~can~~unvested berestricted ~~used~~stock togranted ~~finance~~during the ~~costs~~three ofmonths ~~construction~~ended ofMarch ~~the Company’s production facility~~31, ~~with the remaining $18~~2026,~~853,~~ orwhich ~~12.46%~~is ofexpected ~~borrowings, used~~ to ~~finance~~be ~~the~~recognized ~~total~~over ~~exposure~~a ~~fees~~weighted-average ~~incurred~~period ~~under~~of ~~the agreement~~0. ~~The~~8 ~~discount of $20,207 as of December 31, 2024 consists of the initial exposure fee~~ and ~~debt issuance costs~~3. As7 ~~of September 30~~years, 2025 and December 31, 2024, exposure fees were $18,853 and debt issuance costs were $1,354, which are amortized to interest expense on an effective interest rate basis over the term of the Ex-Im Credit Agreementrespectively.

~~Borrowings~~Total ~~under the Ex~~stock-Imbased ~~Credit~~compensation ~~Agreement~~expense ~~bear~~was ~~interest~~allocated atas afollows ~~fixed rate per annum of 5.52%, payable quarterly~~ (in ~~arrears. The effective per annum interest rate on the~~ Company’s outstanding borrowings under the Ex-Im Credit Agreement, which takes into account timing and amount of borrowings and payments, exposure fees, and debt issuance costs, is 7.32%. Borrowings under the Ex-Im Credit Agreement are required to be repaid in 54 quarterly installments, commencing on September 20, 2025, with a maturity date of December 20, 2038. The Ex-Im Credit Agreement is secured by first-priority liens on the production facility of our aircraft manufacturing campus located in South Burlington, Vermont (the “Final Assembly Facility”thousands).:

In addition, the Ex-Im Credit Agreement contains covenants that limit, among other things, the Company’s ability to sell assets, participate in mergers and acquisitions, and grant liens on certain assets.


	Three Months Ended March 31,
	2026		2025
Cost of product revenues	$	7	$	23
Cost of service revenues	117		37
Research and development	7,648		1,958
General and administrative	15,644		5,289
Total stock-based compensation	$	23,416	$	7,307

As of September 30, 2025, the Company recognized $32,505 in notes payable, non-current, as a result of a sale-leaseback transaction. See Note 6 “Leases”.

Notes payable consisted of the following (in thousands):

	As of September 30,2025		As of December 31,2024
Ex-Im credit agreement	$	168,685	$	170,103
Unamortized discount and debt issuance costs	(16,417)		(18,037)
Financing liability	32,505		—
Total notes payable	184,773		152,066
Less: notes payable, current	(5,670)		(2,835)
Notes payable, non-current	$	179,103	$	149,231

The Company’s Ex-Im Credit Agreement is recorded on an amortized cost basis and has a fair value of $153,913 and $157,043 as of September 30, 2025 and December 31, 2024, respectively. The fair value of the Ex-Im Credit Agreement is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.

6.LEASES

The Company’s lease arrangements consist of facility, vehicle, aircraft, and equipment leases, as well as other short-term leases for storage and office space.

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~~Sale-Leaseback~~8.Net ~~Transaction~~Loss Per Share

~~In July 2025, the Company entered into a sale-leaseback transaction with a related party for two of its buildings with an initial leaseback term of 29 years.~~ The ~~sale-leaseback~~calculations ~~transaction was evaluated under the sale and leaseback guidance in ASC 842-40, Leases – Sale and Leaseback Transactions. Due to the Company obtaining the ability to direct the use~~ of ~~and~~net ~~substantially~~loss ~~all~~per ~~the~~share ~~benefits~~were ~~from the underlying assets, the transaction was accounted for~~ as afollows ~~debt financing. As a result, the Company continues to reflect the building~~ (in ~~property and equipment~~ thousands, ~~net,~~except asshare ~~if it were the legal owner,~~ and continues to recognize depreciation expense over its estimated useful life. In July 2025, the Company recorded an initial financing liability of $32,658, net of transaction costs. As of September 30, 2025, the Company recognized $32,505 in notes payable, nonper-~~current.~~share The Company will not recognize rent expense related to the leased assets. Instead, monthly rent payments are recorded as interest expense and a reduction of the outstanding liability. For the three and nine months ended September 30, 2025, payments of $701 representing interest expense were made under the financing.amounts):

There have been no other material changes to the Company’s leases during the three and nine months ended September 30, 2025.


	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(122,309)	$	(78,278)
Convertible preferred stock PIK dividend	—		12,164
Net loss attributable to common stockholders	$	(122,309)	$	(90,442)
Denominator:
Weighted-average common shares outstanding, basic and diluted	229,644,583		45,634,214
Net loss per share, basic and diluted	$	(0.53)	$	(1.98)

7The Company’s potentially dilutive securities, which include pre-initial public offering (“IPO”) convertible preferred stock, unvested warrants, stock options and restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive.~~COMMITMENTS~~ ~~AND~~Therefore, ~~CONTINGENCIES~~the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

Commitments


	March 31, 2026	March 31, 2025
Series A convertible preferred stock	—	56,088,617
Series B convertible preferred stock	—	25,416,180
Series C convertible preferred stock	—	18,105,365
Warrants to purchase Class A common stock	2,552,467	—
Unvested restricted stock	4,232,979	—
Options to purchase Class A common stock	19,118,288	19,877,128
	25,903,734	119,487,290

On May 25, 2021, the Company exercised its right to buy shares back from a former employee of the Company, to be paid over five years. In accordance with the fair value of the shares determined by the Company, as of September 30, 2025 and December 31, 2024, the Company’s remaining liability for the share buy-back was $228 and $913, respectively.

Legal Proceedings

At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. As of September 30, 2025, the Company was not aware of any material existing, pending, or threatened legal actions against the Company.

Indemnification Agreements

As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Further, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, the Company has not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of September 30, 2025, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.

8.CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2025 and December 31, 2024, the Company had 239,813,390 and 223,340,884 shares of common stock authorized and 37,578,571 and 37,040,639 shares of common stock issued and outstanding, respectively. Each holder of the Company’s common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

Super Voting Common Stock

During 2021, the Company authorized and issued 8,501,484 shares of super voting common stock, which remained outstanding as of September 30, 2025. The holder of the Company’s super voting common stock, the Company’s Chief Executive Officer, is entitled to forty votes for each share on all matters submitted to a vote of the stockholders, including the election of directors. Each share of super voting common stock is convertible into one share of common stock at any time.

The size of the board of directors cannot be changed without the consent of the individual owning the shares of super voting common stock. The individual also retains the right to designate a majority of the board. As of September 30, 2025, two board members are designated by specific holders of the Preferred Stock. The election of the remaining minority board members is submitted to a vote of the stockholders.

Preferred Stock

The Company’s certificate of incorporation, as amended, designates and authorizes the Company to issue 141,365,814 shares of Preferred Stock, of which 32,039,539 shares are designated as Series A Preferred Stock, 3,064,920 shares are designated as Series A-1 Preferred Stock, 10,110,916 shares are designated as Series A-2 Preferred Stock, 10,873,242 shares are designated as Series A-3 Preferred Stock, 30,925,502 shares are designated as Series B Preferred Stock, 26,479,034 shares are designated as Series C Preferred Stock and 27,872,661 are designated as Series C-1 Preferred Stock.

For the three months ended September 30, 2025, the Company issued 3,978,505 shares of previously authorized Series C Preferred Stock and expanded the shares authorized and issued pursuant to the Series C Preferred Stock offering by 4,235,947 shares that provided aggregate net proceeds of $147,357. The participants of the Series C Preferred Stock offering consisted of new and previous investors, including board members and their associated companies, and certain members of management.

In September 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. Through September 30, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300,000. The Company issued an additional 6,821,852 shares of Series C-1 Preferred Stock for aggregate net proceeds of $122,375 to new and previous investors, including board members and their associated companies.

For the three months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $7,467, $6,661, and $468, respectively. For the three months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $7,035.

For the nine months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $22,071, $16,597, and $468, respectively. For the nine months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $19,987.

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9.~~STOCK~~Segment ~~BASED COMPENSATION~~Reporting

~~2018~~The Company ~~Equity~~has ~~Incentive~~one ~~Plan~~operating and reportable segment - Development and Manufacturing of Electric Aircraft. The Company determined its reportable segment based on how the chief operating decision maker (“CODM”) evaluates the business. Substantially all of the Company’s fixed assets are located and its revenues are generated in the United States. The Company’s foreign operations primarily consist of expenses associated with engineering and related supporting administrative services.

The Company’s ~~amounts~~CODM is its Chief Executive Officer. During the three months ended March 31, 2026, the Company changed the presentation of ~~stock~~the ~~based~~financial ~~compensation~~information ~~expense~~regularly ~~recorded~~provided isto asthe ~~follows~~CODM ~~(in thousands):~~to evaluate segment performance and inform business decisions. The CODM reviews forecasted-to-actual segment loss for purposes of making operating decisions, allocating resources and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Cost of product revenue	$	37	$	11	$	67	$	11
Cost of service revenue	38		30		119		90
Research and development	2,051		1,802		5,877		4,021
General and administrative	3,079		2,724		10,756		5,050
Total stock based compensation	$	5,205	$	4,567	$	16,819	$	9,172

The Company’s prior-period segment amounts have been recast in the table below to conform to the new presentation of significant expenses. A reconciliation of segment loss to net loss was as follows (in thousands):

During the nine months ended September 30, 2025, the Company approved modifications to certain incentive stock option awards in connection with the termination of service of an employee. These modifications resulted in an extension of the post-termination exercise period for vested awards and a change of vesting conditions for unvested awards. As a result of these modifications, the Company recorded additional stock based compensation of $3,799 during the nine months ended September 30, 2025.


	Three Months Ended March 31,
	2026		2025
Revenues	$	10,133	$	9,599
Cost of revenues	4,177		1,678
Gross profit	5,956		7,921

Pre-production manufacturing	44,501		22,731
General and administrative	27,680		18,892
Research and development	26,728		28,463
Other segment items(1)	4,293		2,553
Segment loss	(97,246)		(64,718)

Unallocated items:
Depreciation and amortization	6,151		5,121
Stock-based compensation	23,416		7,307
Warrant expense	5,634		—
Other unallocated items(2)	(10,138)		1,132
Net loss	$	(122,309)	$	(78,278)

As of September 30, 2025 and December 31, 2024, the total number of shares of common stock that may be issued under the 2018 Plan was 25,084,129, of which 1,298,491 and 4,598,168, respectively, remained available for future grant.

10.INCOME TAXES

During the three months ended September 30, 2025 and 2024, the Company recorded $253 and $191 of tax expense. During the nine months ended September 30, 2025 and 2024, the Company recorded $580 and $246 of tax expense. For the three and nine months ended September 30, 2025 and 2024, the provision for income taxes differed from the United States federal statutory rate primarily due to the change in jurisdictional mix of earnings.

11.NET LOSS PER SHARE

Net loss per share basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(437,214)	$	(75,064)	$	(595,909)	$	(199,203)
Preferred Stock PIK dividend	(14,596)		(7,035)		(39,136)		(19,987)
Net loss attributable to common stockholders	$	(451,810)	$	(82,099)	$	(635,045)	$	(219,190)
Denominator:
Weighted average common shares outstanding, basic and diluted	45,948,603		45,269,895		45,807,560		45,174,580
Net loss per share, basic and diluted	$	(9.83)	$	(1.81)	$	(13.86)	$	(4.85)

As of September 30, 2025, the Company’s Series B, Series C, and Series C-1 preferred stockholders were entitled to cumulative dividends based on their stated value. As such, the Company calculates its net loss attributable to common stockholders by adjusting its net loss for the aggregate cumulative dividends that had accrued since the original issuance dates in the period in which the preferred stockholders became legally entitled to such dividends.

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The Company’s potentially dilutive securities, which include preferred stock, warrants and stock options, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

	Nine Months EndedSeptember 30,
	2025	2024
Series A Preferred Stock	56,088,617	56,088,617
Series B Preferred Stock	25,416,180	25,416,180
Series C Preferred Stock	26,445,232	—
Series C-1 Preferred Stock	23,545,451	—
Warrants to purchase common stock	2,552,467	—
Options to purchase common stock	20,235,533	17,805,533
	154,283,480	99,310,330

12.SEGMENT REPORTING

The Company has one operating and reportable segment – Development and Manufacturing Electric Aircrafts. The Company determined its reportable segment using the management approach based on how the chief operating decision maker (the “CODM”) evaluates the business. Substantially all Company’s fixed assets are located in the United States and all of the Company’s revenue is generated in the United States. The Company’s foreign operations consist of expenses associated with engineering and related supporting administrative services.

The Company’s CODM is its Chief Executive Officer. As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss is consolidated net loss as reported in the consolidated statements of operations and comprehensive loss. The CODM reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources. The Company does not have intra-entity sales or transfers.

The Company’s reportable segment information is as follows (in thousands):

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Revenues	$	8,918	$	3,066	$	24,483	$	10,655
Cost of revenues	2,741		1,189		5,670		3,299
Operating and other expenses
Research and development	56,371		54,043		170,484		146,152
General and administrative	30,380		20,834		86,241		57,399
Other segment items(1)	356,640		2,064		357,997		3,008
Net loss	$	(437,214)	$	(75,064)	$	(595,909)	$	(199,203)

______________

(1)~~Other~~Includes ~~segment~~selling, ~~items are comprised of the loss on issuance of convertible preferred stock~~marketing, ~~interest~~shipping ~~income/expense~~ and ~~income~~freight ~~taxes~~expenses.

16(2)Includes of loss on disposal of property and equipment, interest income/expense, IPO costs and provision for income taxes.

10.Government Assistance

As a result of government assistance received under the Company’s agreements incorporated in the Annual Report for the year ended December 31, 2025, during the three months ended March 31, 2026 and 2025, the Company recorded a reduction to property and equipment of $45 and $426, respectively, and $0 and $140 as a reduction to general and administrative expenses, respectively.

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1311.~~GOVERNMENT~~Related ~~ASSISTANCE~~Party Transactions

AsThe Company ahas ~~result~~generated ofrevenue ~~government~~from ~~assistance~~transactions ~~received~~with ~~under~~related parties, primarily through the Company’s ~~agreements~~relationship with ~~Advanced~~United ~~Regenerative Manufacturing Institute~~Therapeutics Corporation, ~~Inc.~~GE ~~(“ARMI”)~~Aerospace and ~~Michigan~~Advanced ~~Department~~Regenerative ofManufacturing ~~Transportation~~Institute, ~~incorporated~~Inc. byThese ~~reference~~amounts toare ~~“2023~~disclosed ~~Agreement,”~~within ~~“2024 Agreement,” and “MDOT” in~~ the ~~Prospectus, the~~ Company’s ~~recorded~~condensed ~~reductions~~consolidated ~~within~~balance ~~the~~sheets ~~following~~and ~~accounts~~condensed ~~for~~consolidated ~~proceeds~~statements ~~received~~of ~~from~~operations ~~government~~and ~~assistance~~comprehensive ~~programs (in thousands):~~loss.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
General and administrative expenses	$	—	$	549	$	140	$	1,057
Research and development expenses	352		327		1,001		691
Property and equipment	1,190		1,522		1,888		2,640

Additionally, the Company enters into certain transactions with management for the lease of aircraft and property for use within the business. The aggregate expenses are included with general and administrative expenses for the three months ended March 31, 2026 and 2025.

14.RELATED PARTY TRANSACTIONS

The Company generates revenues and expenses from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, ARMI, and GE Aerospace, who have executives that are also on the Company’s Board of Directors. These amounts are disclosed within the Company’s unaudited condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.

Additionally, the Company enters into certain transactions with members of management for the lease of aircraft and property for use within the business. The aggregate expenses are not material and are included with general and administrative expenses for the three and nine months ended September 30, 2025 and 2024, respectively.

Sale-Leaseback Transaction

InDuring ~~July~~ 2025, the Company entered into a sale-leaseback transaction ~~for two of its buildings~~ with an associated company of a board member. ~~The~~for ~~Company~~two ~~received~~of ~~$32,658~~its inbuildings ~~net proceeds from the sale~~ with an initial leaseback term of 29 years. ~~See~~Payments ~~Note~~representing 6interest ~~“Leases”~~expense ~~for~~were ~~additional~~made ~~information~~under on the ~~sale-leaseback transaction~~financing.

Series C Financing

During the three months ended September 30, 2025, as part of the Series C financing, 5,397,160 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management. During the nine months ended September 30, 2025, as part of the Series C financing, 5,388,801 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management.

Series C-1 Financing

During the three and nine months ended September 30, 2025, as part of the Series C-1 financing, 668,261 shares of Series C-1 Preferred Stock were purchased by certain of the Company’s board members and their associated companies, exclusive of GE Aerospace.

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GE Aerospace

OnIn September 3, 2025, the Company ~~entered into a Series C-1 Preferred Stock purchase agreement. On September 26, 2025, the Company~~ issued ~~16,723,599~~convertible ~~shares of~~ Series C-1 ~~Preferred~~preferred ~~Stock~~stock to GE Aerospace for total proceeds of $300,000 ~~in connection with the initial closing of the Series C-1 Preferred Stock financing. The Company recorded a non-cash loss on the issuance of Preferred Stock of $215~~,~~585~~ inwhich ~~connection~~converted with this transaction during the three and nine months ended September 30, 2025. As a result of the transaction, GE Aerospace received the right to designate one member to the Company’s Board. Additionally, on September 3, 2025, the Company entered into the GE Collaboration Agreements to advance hybrid-electric propulsion for next-generation aircraft for a term of 10 years. In connection with these agreements, on September 26, 2025, the Company issued warrants to GE Aerospace to purchase 2,552,467 shares of the Company’s Class A common stock. ~~The~~as ~~GE Warrants are exercisable upon vesting, and vest subject to~~ the ~~satisfaction~~result of ~~certain milestones, with any warrants that remain unvested on~~ the ~~third~~IPO. ~~anniversary of September 3~~Additionally, ~~2025 become vested on such date if~~ the Company ~~and~~performed GEengineering ~~Aerospace~~services ~~are~~for ~~continuing to work together under the~~ GE ~~Collaboration~~Aerospace ~~Agreements (or a similar arrangement). The Company recorded research~~ and ~~development~~recognized ~~expense of~~ $~~308~~6,261 in ~~connection~~service ~~with~~revenues ~~the GE Collaboration Agreements~~ during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026.

15~~.PREPAID EXPENSES AND OTHER CURRENT ASSETS~~

Prepaid expenses and other current assets consist of the following (in thousands):

	As ofSeptember 30,2025		As ofDecember 31,2024
Restricted cash	$	4,561	$	149
Prepaid expenses	6,488		6,408
U.S. Grants receivable	—		9,897
Supplies and materials	2,790		3,659
Assets held for sale	—		852
Other	3,357		2,826
Prepaid expenses and other current assets	$	17,196	$	23,791

16.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

	As ofSeptember 30,2025		As ofDecember 31,2024
Accrued expenses	$	33,259	$	24,517
Share buy-back liabilities	229		685
Payroll liabilities	5,605		2,044
Other	5,227		2,099
Accrued expenses and other current liabilities	$	44,320	$	29,345

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17.SUBSEQUENT EVENTS

Subsequent to September 30, 2025, the Company issued 1,866,989 shares of the Series C-1 Preferred Stock offering that provided aggregate net proceeds of $33,491 from an entity affiliated with one of the Company’s board members. In connection with the issuance, the Company recorded a loss on the issuance of Preferred Stock of $24,067 as a result of the difference between the estimated fair value of the Series C-1 Preferred Stock as of the closing date and the purchase price per share.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The initial number of shares of common stock reserved for issuance under the 2025 Plan is 36,207,812 shares of Class A common stock. The total number of shares reserved for issuance under the 2025 Plan increases on January 1 of each of the first 10 calendar years during the term of the 2025 Plan by the lesser of: (i) a number of shares of our common stock equal to 5% of the total number of shares of the Company’s Class A common stock outstanding on December 31 of the preceding calendar year or (ii) a lesser number of shares of the Company’s Class A common stock as determined by the Board.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies, Inc. 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares of Class A common stock which will be authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP is expected to be implemented during 2026.

On November 5, 2025, the Company completed its IPO of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share for net proceeds of $1,103,327 after deducting underwriting discounts and commissions payable by the Company. See Note 1 “Nature of Operations and Liquidity”.

In addition, effective November 7, 2025, the Company’s Board granted awards of restricted stock units under the 2025 Plan to certain of the Company’s employees, contractors and advisors, representing an aggregate of approximately 1,640,769 shares of Class A common stock underlying the awards.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our ~~Prospectus~~Annual Report filed with the SEC on ~~November~~March 49, ~~2025 in connection with our IPO~~2026. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, including those discussed below and in the section titled “Risk Factors” included under Part II, Item 1A below, as well as in the ~~Prospectus~~Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements. Unless otherwise indicated or in the context otherwise requires, all references in this section to the “Company,” “BETA,” “we,” “us” or “our” refer to BETA Technologies, Inc. and its consolidated subsidiaries.

Overview

We are redefining the aerospace industry. We have developed an electric aircraft platform and propulsion systems that are positioned to transform the aviation industry; ~~forward~~entering into a new phase of growth. We design, manufacture, and sell high-performance electric aircraft, advanced electric propulsion systems, charging systems, and components. Further, we have invested in the underlying infrastructure of this breakthrough technology, which is critical to bringing electric aviation to life. We believe we have developed a differentiated presence in North America and are well positioned to expand globally.

Our company was purpose-built to capture the significant, untapped market opportunity in sustainable, reliable and efficient electric aviation.

Vertical integration allows us to innovate rapidly and capture meaningful economic value throughout an aircraft’s lifetime, by providing batteries and aftermarket services for BETA aircraft and other customers. Our focus is on the enabling technologies essential to electric aviation, including motors, inverters, batteries, flight controls, charging systems, and a nationwide electric charging network (“Enabling Technologies”). With proprietary control over these core technologies, we offer customers a complete platform to support their adoption of electric aircraft to enable both existing and new missions. This multilayered approach provides us with recurring, high margin opportunities.

We are developing highly scalable technologies that can be tailored to and deployed for cost-effective and safe missions across cargo and logistics, medical, defense and passenger end markets. Our simplified approach to designing electric aircraft allows us to service a variety of end markets and mission types leveraging the same core technologies. The portability of our technologies and systems across various aircraft also unlocks flexibility to innovate on future generations of aircraft.

Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, raising capital, recruiting management and technical staff to support these operations and designing manufacturing processes. During the three months ended March 31, 2026, the Company continued to make investments across facilities, equipment and tooling needed to move toward manufacturing of its aircraft and charging systems.

Recent Developments

On ~~November~~March 59, ~~2025~~2026, weBETA ~~completed~~was ~~our~~named ~~IPO,~~ in ~~which~~the weselections ~~issued~~made ~~and~~by ~~sold~~the anU.S. ~~aggregate~~Department of ~~34,330,882~~Transportation ~~shares~~and ofFederal ~~our~~Aviation ~~Class~~Administration Aas ~~common~~a ~~stock~~launch atparticipant ain ~~price~~its eVTOL Integration Pilot Program (“eIPP”). The program is designed to accelerate the ~~public~~safe deployment of ~~$34.00~~electric ~~per~~and ~~share,~~vertical ~~inclusive~~flight ofin the ~~exercise~~U.S. The Company was selected to participate in ~~full~~seven byof ~~the~~eight ~~underwriters~~eIPP tolaunch ~~purchase~~programs ~~from~~and ~~the~~is ~~Company~~expecting ~~4,477,941~~to ~~shares~~operate ofin ~~Class~~at Aleast ~~common~~10 ~~stock~~states across the U.S. Weand ~~received~~include ~~net~~flight ~~proceeds~~operations ~~from~~with ~~the~~ALIA ~~IPO~~CTOL ofand ~~approximately~~VTOL $1aircraft,~~103~~ ~~million~~as ~~after~~well ~~deducting~~as ~~the~~ground ~~underwriting~~support ~~discounts~~operations ~~and~~utilizing ~~commissions~~the ~~payable~~Company’s byground ~~us.~~service equipment (“GSE”).

On ~~October~~March 1512, ~~2025~~2026, weBETA ~~completed~~and anSurf ~~additional~~Air ~~sale~~Mobility ~~and~~Inc. ~~issuance~~entered ofinto ~~1,866,989~~a ~~shares~~purchase ofagreement ~~our~~for ~~Series~~a ~~C-1~~firm ~~Preferred~~order ~~Stock~~of to25 anALIA ~~entity~~CTOL ~~affiliated~~aircraft ~~with~~and athe ~~board~~option ~~member~~to ofpurchase ~~the~~up ~~Company,~~to ~~for~~75 ~~proceeds~~additional ~~of $33~~aircraft.~~5 million.~~

~~Components of Results of Operations~~16

We use a variety of financial metrics to assess the performance of our operations, including: revenues; cost of revenues; research and development expenses; and general and administrative expenses.

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Revenues

Our product revenue is primarily generated from the sale of tangible products such as ground support equipment (“GSE”) and Enabling Technologies for our aircraft. Our service revenue is primarily generated from engineering, consulting and other service arrangements for our customers. Service revenue also includes revenue associated with usage and priority access from our charge stations.

Costs of Revenues

Cost of product revenues and service revenues may include the direct cost of materials, labor, subcontractors, depreciation, and overhead costs (where allowable) depending on the nature of the agreement. Included within cost of product revenues are purchases made directly for contractual performance obligations primarily recognized over time, and as such no inventories are recorded in the consolidated balance sheet.

Research and Development Expenses

We have invested in research and development for our electric aircraft, electric propulsion systems and charging solutions and network. We have also invested in critical components of our enabling technology including batteries, motors and flight computers. We manage our expenses based on several factors, including industry conditions and expected demand for our services.

Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock based compensation, expense related to the GE Warrants, costs of consulting, equipment and materials, temporary tooling, depreciation and amortization associated with long-lived assets, and certain overhead expenses, including rent, information technology costs and utilities. Research and development expenses are partially offset by tax credits for scientific research and development from the Revenue Authority of Canada and Revenu Québec, the provincial revenue authority of the Canadian province of Québec, and payments we receive in the form of government grants.

General and Administrative Expenses

General and administrative expenses consist of personnel expenses, including salaries, benefits, and stock based compensation, related to executive management, finance, legal, and human resource functions and other general corporate expenses, including rent, depreciation and amortization associated with long-lived assets, information technology costs, and utilities. General and administrative expenses are partially offset by payments we received in the form of government grants and other reimbursement agreements, including our agreement with the ARMI in which we are reimbursed for certain expenses incurred.

Other (Expense) Income

Other (expense) income consists of interest expense, interest income, and loss on issuance of convertible preferred stock. Interest expense consists primarily of interest on outstanding long-term debt under our Ex-Im Credit Facility and amortization of the associated deferred financing fees, and interest on our sale-leaseback transaction. Interest income consists of interest earned on cash and cash equivalent balances. The loss on issuance of convertible preferred stock relates to the difference between the fair value and aggregate proceeds received from the issuance of Series C and C-1 Preferred Stock.

Income Tax Expense

Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to the level of historical losses, we maintain a valuation allowance against U.S. federal and state deferred tax assets as it has been concluded it is more likely than not that these deferred tax assets will not be realized.

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Results of Operations

Comparison of Results for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

The following table presents selected financial information for the periods presented (dollars in thousands):

	Three Months Ended September 30,								Increase(Decrease)				Increase(Decrease)				Nine Months Ended September 30,				Increase(Decrease)		Increase(Decrease)
			Three Months Ended March 31,								Increase (Decrease) ($)				Increase (Decrease) (%)
	2025				2024				($)				(%)				2025		2024		($)		(%)
			2026				2025
Revenues
Revenues:
Product revenue	$	2,917			$	799			2,118				*				$	7,993	$	1,395	6,598		*
Product			$	963			$	2,488			$	(1,525)			(61	%)
Service revenue	6,001				2,267				3,734				*				16,490		9,260		7,230		78	%
Service			9,170				7,111				2,059				29	%
	8,918				3,066				5,852				*				24,483		10,655		13,828		*
			10,133				9,599				534				6	%
Cost of revenues
Cost of revenues:
Product revenue	1,660				662				998				*				2,255		1,250		1,005		80	%
Product			596				533				63				12	%
Service revenue	1,081				527				554				*				3,415		2,049		1,366		67	%
Service			3,705				1,205				2,500				*
	2,741				1,189				1,552				*				5,670		3,299		2,371		72	%
			4,301				1,738				2,563				*
Gross margin
Gross margin:
Product revenue	1,257				137				1,120				*				5,738		145		5,593		*
Product			367				1,955				(1,588)				(81	%)
Service revenue	4,920				1,740				3,180				*				13,075		7,211		5,864		81	%
Service			5,465				5,906				(441)				(7	%)
	6,177				1,877				4,300				*				18,813		7,356		11,457		*
			5,832				7,861				(2,029)				(26	%)
Operating Expenses
Operating expenses:
Research and development	~~56,371~~		91,739		~~54,043~~		57,864		~~2,328~~		33,875		4	%	59	%	~~170,484~~		~~146,152~~		~~24,332~~		17	%
General and administrative	~~30,380~~		47,050		~~20,834~~		28,014		~~9,546~~		19,036		46	%	68	%	~~86,241~~		~~57,399~~		~~28,842~~		50	%
Total operating expenses	~~86,751~~		138,789		~~74,877~~		85,878		~~11,874~~		52,911		16	%	62	%	~~256,725~~		~~203,551~~		~~53,174~~		26	%
Loss from operations	~~(80,574)~~		(132,957)		~~(73,000)~~		(78,017)		~~7,574~~		54,940		10	%	70	%	~~(237,912)~~		~~(196,195)~~		~~41,717~~		21	%
Other (expense) income
Other (income) expense:
Interest expense	(3,464)				(2,908)				556				19	%			(9,214)		(8,502)		712		8	%
Interest income			(14,481)				(2,697)				11,784				*
Interest income	2,628				1,035				1,593				*				7,348		5,740		1,608		28	%
Interest expense			3,617				2,860				757				26	%
Loss on issuance of convertible preferred stock	(355,551)				—				355,551				*				(355,551)		—		355,551
Total other (income) expense			(10,864)				163				11,027				*
Total other income (expense)	(356,387)				(1,873)				354,514				*				(357,417)		(2,762)		354,655		*
Loss before income taxes			(122,093)				(78,180)				43,913				56	%
Loss before income taxes	(436,961)				(74,873)				362,088				*				(595,329)		(198,957)		396,372		*
Provision for income taxes			216				98				118				*
Income tax expense	(253)				(191)				62				32	%			(580)		(246)		334		*
Net loss			$	(122,309)			$	(78,278)			$	44,031			56	%
Net loss	$	(437,214)			$	(75,064)			$	362,150			*				$	(595,909)	$	(199,203)	$	396,706	*

*Percentage increase (decrease) is not meaningful______________

* Percentage increase (decrease) is not meaningful

Revenues

~~Product~~Our ~~revenues~~product ~~increased~~revenue byis ~~$2.1~~primarily ~~million~~generated ~~during~~from the ~~three~~sale ~~months~~of ~~ended~~tangible ~~September~~products ~~30,~~such ~~2025~~as ~~compared~~our tobatteries, ~~the~~motors, ~~three~~flight ~~months~~control ~~ended~~systems ~~September~~and ~~30,~~an ~~2024.~~international ~~The~~network ~~increase~~of ~~was~~electric ~~attributable~~charging toand ~~new~~related ~~contracts~~equipment ~~with~~(“Enabling ~~commercial~~Technologies”). ~~customers~~Our toservice ~~deliver~~revenue ~~electronic~~is ~~propulsion~~primarily ~~motors,~~generated ~~batteries~~from engineering, ~~flight~~consulting ~~control systems~~ and ~~GSE~~other ~~totaling~~service ~~$2.9~~arrangements ~~million,~~for ~~offset~~our ~~by $0~~customers.8 ~~million~~Service ~~due~~revenue toalso aincludes ~~non-recurring~~revenue ~~contract~~associated ~~for~~with ~~the~~usage ~~forward~~of ~~operating~~and ~~base~~priority ~~(the~~access ~~“FOB”)~~to ~~completed~~our incharge ~~2024, which did not repeat in 2025~~stations.

~~Service~~Product revenues ~~increased~~decreased by $31.75 million, or 61%, during the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The ~~increase~~decrease was attributable to ~~new~~the ~~and~~delivery ~~ongoing contracts with commercial customers~~ of ~~$3.7~~electric ~~million~~propulsion ~~related~~motors ~~to engineering~~ and ~~consulting~~batteries ~~services~~ to ~~support~~commercial ~~our~~ customers’ ~~research~~totaling ~~and development activities,~~ $02.3 million ~~related~~during ~~to priority access to the Company’s charging stations~~2025, offset by a ~~reduction~~new ofcontract ~~revenue~~with ofa ~~$0.3~~commercial ~~million~~customer ~~related~~ to ~~completion~~deliver GSE of ~~a project for the U~~$0.S.8 ~~government~~million during ~~2024~~2026.

~~Product~~Service revenues increased by $62.61 million, or 29%, during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The increase was attributable to ~~new and ongoing~~ contracts with commercial customers of $6.2 million related to ~~deliver~~engineering ~~electronic~~and ~~propulsion~~consulting ~~motors,~~services ~~batteries,~~to ~~flight~~support ~~control~~our ~~systems,~~customers’ ~~GSE~~research ~~totaling~~and development activities and $70.71 million related to priority access to the Company’s charging stations, offset by $14.12 million ~~due~~related to acompletion ~~non-recurring~~of ~~contract~~services for the ~~FOB~~U.S. ~~completed~~government induring ~~2024, which did not repeat in~~ 2025.

2217

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Service revenues increased by $7.2 million, or 78%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to new and ongoing contracts with commercial customers of $4.1 million related to engineering and consulting services to support our customers’ research and development activities, $0.9 million related to priority access to the Company’s charging stations, and a net increase of $2.2 million from U.S. government customers during 2025.

Cost of Revenues

Cost of product revenues ~~increased~~and byservice ~~$1.0~~revenues ~~million~~may ~~during~~include the ~~three~~direct ~~months~~cost ~~ended~~of ~~September~~materials, 30labor, ~~2025~~subcontractors ~~compared~~and tooverhead ~~the~~costs ~~three~~(where ~~months ended September 30~~allowable), ~~2025~~depending ~~due~~on tothe annature ~~increase~~of inthe ~~labor~~agreement. ~~and~~Included ~~material~~within ~~costs~~cost toof ~~fulfill~~product ~~contracts~~revenues ~~with~~are ~~commercial~~purchases ~~customers~~made ofdirectly ~~$1.5~~for ~~million,~~contractual ~~partially~~performance ~~offset~~obligations byprimarily arecognized ~~decrease~~over intime ~~labor~~ and ~~material~~as ~~costs~~such, ~~due~~no toinventories ~~completion~~are ofrecorded in the ~~FOB~~condensed ~~during~~consolidated ~~2024~~balance ~~of $0~~sheets.~~5 million.~~

Cost of ~~service~~product revenues increased by $0.61 million, or 12%, during the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The increase was attributable to ~~an increase of $0.7 million in~~ labor and material costs to fulfill contracts with commercial customers~~, partially offset by a decrease in labor and material costs of $0~~.~~1 million due to completion of service agreements with the U.S. government during 2024.~~

Cost of ~~product~~service revenues increased by $12.05 million, ~~or 80%,~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. ~~due~~The increase was attributable to an increase of $2.8 million in labor and material costs to fulfill contracts with commercial customers ~~of $2.1 million~~, partially offset by a$0.3 ~~decrease~~million ~~in labor and material costs~~ due to completion of ~~the~~services ~~FOB~~for ~~during~~the ~~2024~~U.S. ofgovernment ~~$1.1~~during ~~million~~2025.

Cost of service revenues increased by $1.4 million, or 67%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to an increase of $2.3 million in labor and material costs to fulfill contracts with commercial and U.S. government customers, partially offset by a decrease in labor and material costs of $0.9 million due to completion of service agreements with the U.S. government during 2024.

Gross Margin

Product revenue gross margin increased by $1.1 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to increased product revenue of $2.1 million, offset by an increase of $1.0 million of cost of product revenue. Product revenue gross margin as a percentage of product revenue increased due to a more favorable mix of customer contracts during 2025.

Service revenue gross margin increased by $3.2 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to higher service revenue of $3.7 million, partially offset by an increase in cost of service revenue. Service revenue gross margin as a percentage of service revenue increased due to a more favorable mix of customer contracts during 2025.

Product revenue gross margin increased by $5.6 million during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to increased product revenue of $6.6 million as well as a more favorable mix of customer contracts during 2025.

Service revenue gross margin increased by $5.9 million, or 81%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to higher service revenue of $7.2 million, partially offset by an increase in cost of service revenue. Service revenue gross margin as a percentage of service revenue increased due to a more favorable mix of customer contracts during 2025.

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Research and Development Expenses

~~Research~~We ~~and~~have ~~development~~invested ~~expenses~~in ~~increased~~research ~~$2.3~~and ~~million,~~development ~~or 4%,~~ for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft. ~~As part of these efforts, we incurred increased professional fees of $1.9 million, labor costs of $0.5 million,~~ and ~~depreciation~~Enabling ~~expense of $1~~Technologies.1 ~~million~~We ~~resulting~~manage ~~from~~ our ~~investment~~expenses inbased ~~our~~on ~~production~~several ~~facility~~factors, ~~offset~~including byindustry aconditions ~~decrease~~and inexpected ~~expenses~~demand for ~~parts,~~our ~~materials,~~products and ~~other expenses of $1~~services.~~2 million based on timing of prototype production related purchases.~~

Research and development expenses increased $2433.39 million, or 1759%, for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The increase was attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft, electric propulsion systems, charging solutions and network. As part of these efforts, we incurred increased expenses for parts and materials of $117.5 million, labor costs including stock -based compensation expense of $714.51 million, ~~depreciation~~warrant ~~and~~expense ~~amortization~~ of $45.26 million resulting from ~~our~~the ~~investment~~collaborative inarrangement ~~our~~with ~~production~~GE ~~facility,~~Aerospace and other expenses of $16.17 million.

General and Administrative Expenses

General and administrative expenses increased $919.50 million, or 4668%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The increase was attributable to anincreased ~~increase~~stock-based incompensation ~~labor~~expense ~~costs~~ of $10.3 million, salaries and benefits of $4.14 million due to increased headcount, ~~and~~ $2.40 million of professional fees, and $32.03 million of other administrative costs.

~~General~~Other ~~and~~(Income) administrative expenses increased $28.8 million, or 50%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to increased stock based compensation expense of $6.7 million, salaries and benefits of $8.3 million due to increased headcount and bonus expense, $7.1 million of professional fees, and $6.7 million of other administrative costs.Expense

~~Other~~Interest ~~(Expense)~~income ~~Income~~increased $11.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable interest on the proceeds from convertible preferred stock offerings and the IPO.

Interest expense increased $0.68 million, or 1926%, for the three months ended ~~September~~March 3031, ~~2025~~2026 compared to the three months ended ~~September~~March 3031, ~~2024~~2025. The increase was attributable to ~~the~~a ~~timing of the last borrowing under our Ex-Im Credit Facility which occurred during September 2024 and~~ sale-leaseback transaction ~~which~~that occurred during ~~July~~ 2025.

~~Interest~~Provision ~~expense increased $0.7 million, or 8%,~~ for ~~the~~Income nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was attributable to the timing of the last borrowing under our Ex-Im Credit Facility which occurred during September 2024 and sale-leaseback transaction which occurred during July 2025.Taxes

~~Interest~~Provision for income taxes increased by $10.61 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024.~~2025, ~~The increase was~~ primarily due to ~~market~~an ~~fluctuation and the associated~~ increase in ~~our~~tax ~~higher~~on ~~average~~foreign ~~cash and cash equivalents balances held in interest-earning accounts, comparatively~~earnings.

Loss on issuance of convertible preferred stock is $355.6 million and $0 for the three and nine months ended September 30, 2025 and September 30, 2024 due to the difference between the fair value and aggregate proceeds received from the issuance of Series C and C-1 Preferred Stock in the three months ended September 30, 2025.18

Income Tax Expense

Income tax expense increased by less than $0.1 million, or 32%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in the foreign provision on foreign earnings.

Income tax expense increased $0.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in the foreign provision on foreign earnings.

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Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

We define EBITDA as net loss, adjusted for interest income, interest expense, ~~income~~provision ~~tax~~for ~~expense,~~income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for ~~loss on issuance of convertible preferred~~ stock~~, stock~~ -based compensation expense, warrant expense, loss on disposal of property and equipment, and IPO ~~readiness~~ costs.

In addition to traditional financial metrics, we use EBITDA and Adjusted EBITDA to help us evaluate our business. We believe that these non-GAAP measures provide useful information to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP measures are presented for supplemental informational purposes and should not be considered as substitutes for or superior to financial information presented in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude certain expenses that are required by GAAP to be recorded in our financial statements, and they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. Further, non-GAAP financial measures are not standardized. It may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. In addition, investors are encouraged to review our ~~interim~~ condensed consolidated financial statements and the notes thereto in their entirety and not to rely on any single financial measure.

A reconciliation between net loss, the most directly comparable GAAP financial measure, and the non-GAAP financial measures is as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Net loss	$	(~~437~~122,~~214~~309)	$	(7578,~~064~~278)	$	~~(595,909)~~	$	~~(199,203)~~
Increase (decrease) as adjusted for :
Increase (decrease) as adjusted for:
Interest income	(214,~~628~~481)		(12,~~035~~697)		~~(7,348)~~		~~(5,740)~~
Interest expense	3,~~464~~617		2,~~908~~860		~~9,214~~		~~8,502~~
Income tax expense	253		191		580		246
Provision for income taxes	216		98
Depreciation and amortization expense	56,~~794~~151		35,~~888~~121		~~16,314~~		~~11,313~~
EBITDA	$	(~~430~~126,~~331~~806)	$	(6972,~~112~~896)	$	~~(577,149)~~	$	~~(184,882)~~
Loss on issuance of convertible preferred stock	355,551		—		355,551		—
Stock-based compensation expense	23,416		7,307
Stock based compensation expense	5,205		4,567		16,819		9,172
Warrant expense	5,634		—
Warrant expense	308		—		308		—
Loss on disposal of property and equipment	331		871
Loss on disposal of property and equipment	932		351		2,473		591
IPO costs(1)	179		—
IPO readiness costs(1)	760		—		1,310		—
Adjusted EBITDA	$	(97,246)	$	(64,718)
Adjusted EBITDA	$	(67,575)	$	(64,194)	$	(200,688)	$	(175,119)

~~(1) Represents legal and accounting related expenses incurred in connection with becoming a public company.~~ ______________

~~Liquidity~~(1)Represents accounting and ~~Capital~~advisory ~~Resources~~expenses incurred in connection with becoming and operating as a public company.

We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding and consideration from contracts with customers as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for contractual obligations and the development of our electric aircraft, GSE and Enabling Technologies.19

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As of September 30, 2025, we had cash and cash equivalents of $687.6 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations, or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See Note 1 “Nature of Operations and Liquidity” to the Company’s unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, audited annual consolidated financial statements included in the Prospectus, and ~~“Risk~~Capital factors—Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” included in “Risk Factors” in the Prospectus.Resources

~~Our~~We ~~principal~~have ~~uses~~incurred ofnet losses and negative operating cash inflows ~~recent~~from ~~periods~~operations since we were formed and began designing our electric aircraft in 2018 and we expect to ~~fund~~continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our ~~research~~primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding and ~~development~~consideration ~~activities~~from contracts with customers, ~~personnel~~as ~~cost~~well as the proceeds from our IPO and ~~support~~the ~~services~~sale-leaseback transaction. To date, ~~including~~our primary use of capital has been for the development of our ~~battery~~electric aircraft and Enabling Technologies. As of March 31, ~~motor~~2026, we had cash and ~~charging~~cash ~~services~~equivalents of $1,589 million. ~~Near-term~~Until we generate sufficient operating cash ~~requirements~~flow ~~will~~to ~~also~~fully ~~include~~cover ~~spending~~our onoperating ~~research~~expenses, working capital needs and ~~development~~planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of ~~emerging~~equity ~~technologies~~and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, ~~strategic~~dilution ~~growth~~to ~~initiatives~~stockholders may result. Any equity securities issued may also provide for rights, ~~including~~preferences ~~obtaining~~or ~~certifications~~privileges ~~and~~senior ~~manufacturing~~to ~~our~~those ~~aircraft~~of holders of common stock. If we raise funds by issuing debt securities, ~~commercial~~these debt securities may have rights, preferences and ~~go-~~privileges senior to ~~market~~those ~~infrastructure~~of common stockholders. WeThe doterms ~~not~~of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have, ~~material~~in ~~cash~~the ~~requirements~~past, ~~related~~and tomay, ~~current~~in ~~contractual~~the ~~obligations~~future, experience periods of volatility that could impact the availability and cost of equity and debt financing. AsWe can give no assurances that we will be able to secure such, additional sources of funds to support our ~~cash~~operations ~~requirements~~or, if such funds are ~~highly~~available ~~dependent~~to ~~upon~~us, ~~management’s~~that ~~decisions~~such ~~about~~additional financing will be sufficient to meet our needs. See the ~~pace~~heading ~~and~~“Our ~~focus~~business plan requires a significant amount of ~~both~~capital. We expect to require additional future funding to support our ~~short~~operations and ~~long-term~~implementation ~~spending~~of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” in Part I, Item 1A. “Risk Factors” included in the Annual Report for the year ended December 31, 2025.

~~Cash~~Our ~~requirements~~principal ~~can~~uses ~~fluctuate~~of ~~based~~cash onin ~~business~~recent ~~decisions~~periods ~~that~~were ~~could~~to ~~accelerate~~fund orour ~~defer~~research ~~spending,~~and ~~including~~development ~~the~~activities, ~~timing~~personnel orcost ~~pace~~and ofsupport ~~certification~~services, ~~investments~~including our battery, ~~infrastructure~~motor and ~~production~~charging ofservices. ~~electric~~Near-term ~~aircraft,~~cash ~~GSE~~requirements ~~and~~will ~~Enabling~~also ~~Technologies.~~include ~~Our~~spending ~~future~~on ~~capital~~research ~~requirements~~and ~~will~~development ~~depend~~of onemerging ~~many~~technologies, ~~factors~~strategic growth initiatives, including ~~our~~obtaining ~~revenue~~certifications ~~growth~~and ~~rate,~~manufacturing ~~the~~our ~~timing~~aircraft, commercial and ~~the~~go-to-market ~~amount~~infrastructure. ofWe ~~cash~~do ornot ~~grants~~have ~~received~~material ~~from~~cash ~~our~~requirements ~~customers~~related orto ~~governmental~~current ~~entities,~~contractual ~~respectively~~obligations. As such, ~~the~~our ~~expansion~~cash ofrequirements ~~sales~~are ~~and~~highly ~~marketing~~dependent ~~activities,~~upon ~~and~~management’s decisions about the ~~timing~~pace and ~~extent~~focus of ~~spending~~both toour ~~support~~short ~~development~~and ~~efforts,~~long-term ~~including collaboration agreements~~spending.

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of certification, investments, infrastructure and production of electric aircraft and Enabling Technologies. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash or grants received from our customers or governmental entities, respectively, the expansion of sales and marketing activities and the timing and extent of spending to support development efforts, including collaborative arrangements.

Capital Expenditures

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, we used $24.42 million and $516.3 million in cash, respectively, to fund capital expenditures. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, ~~2025~~2026, primarily related to the ~~purchase~~investment ofin ~~aircraft,~~machinery ~~production~~and ~~tooling~~equipment, ~~facility~~buildings ~~improvements,~~ and ~~buildings~~our charging network.

Sources of Cash

The following table sets forth our cash flows for the periods indicated (in thousands):

	For the Nine Months EndedSeptember,
			Three Months Ended March 31,
	2025				2024
			2026			2025
Net cash (used in) provided by:
Net cash used in:
Operating activities	~~(183,386)~~		$	(95,360)	~~(165,262)~~	$	(58,262)
Investing activities	~~(24,367)~~		(24,176)		~~(51,301)~~	(6,250)
Financing activities	~~598,380~~		(1,248)		~~15,328~~	(310)
Effect of currency translation on cash, cash equivalents and restricted cash	~~(20)~~		(41)		~~(24)~~	(1)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	390,607			(201,259)
Net decrease in cash, cash equivalents and restricted cash			$	(120,825)		$	(64,823)

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Operating Activities

We continue to experience negative cash flows from operations as we develop our electric aircraft, ~~GSE~~ and Enabling Technologies and prepare for the future commercialization of our products and services. Our cash flows from operating activities are significantly affected by our expenditures in research and development and overhead manufacturing related to the scaling of our operations. Our operating cash flows are also affected by our working capital needs to support growth, personnel -related expenditures, accounts payable and other current assets and liabilities.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, net cash used in operating activities was $~~183~~95.4 million, primarily due to a net loss of $~~595~~122.3 million and cash used by changes in operating assets and liabilities of $9.4 million, offset by non-cash charges including $166.32 million related to depreciation and amortization, $1623.84 million related to stock -based compensation, $~~355~~5.6 million ~~related to loss on issuance~~ of ~~convertible~~warrant ~~preferred~~expense ~~stock,~~ and $41.51 million of other non-cash charges~~, partially offset by $19~~.4 ~~million of cash provided by changes in operating assets and liabilities.~~ For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, cash ~~provided~~used by changes in operating assets and liabilities of $199.4 million was primarily attributable to ana ~~increase~~decrease in accounts payable, accrued expenses, and current liabilities of $187.01 million.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in operating activities was $~~165~~58.3 million, primarily due to a net loss of $~~199~~78.23 million, ~~partially~~ offset by non-cash charges including $115.31 million related to depreciation and amortization, $97.23 million related to stock -based compensation, ~~and~~ $21.5 million of other non-cash charges, ~~partially~~and ~~offset by~~ $106.91 million of cash provided by changes to operating assets and liabilities. For the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025, cash provided by changes into operating assets and liabilities of $106.91 million was primarily attributable to an increase in accounts payable, accrued expenses, and current liabilities of $74.65 million.

Investing Activities

We continue to experience negative cash flows from investing activities as we build our infrastructure and purchase equipment to support the development and commercialization of our electric aircraft and charging network. Cash flows used in investing activities primarily relate to capital expenditures to support our growth in operations, including expenditures related to the construction and expansion of our charging and production facilities, acquisitions of machinery and equipment, and tooling and technology infrastructure, partially offset by proceeds from sales of property and equipment~~, customer funding from GSE installation and governmental grants~~.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, net cash used in investing activities was $24.42 million, ~~primarily~~ due to net purchases of property and equipment ~~of $25~~.7 ~~million.~~

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in investing activities was $516.3 million, primarily due to net purchases of property and equipment of $516.7 million, offset by proceeds from the sale of property and equipment.

Financing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, net cash ~~provided~~used byin financing activities was $~~598~~1.42 million, primarily due to ~~the~~repayment ~~proceeds received from issuances~~ of ~~our~~borrowings ~~Series C and Series C-1 Preferred Stock~~ of $~~150~~1.4 million ~~and $422.4 million~~, ~~respectively,~~offset ~~and~~by ~~proceeds~~other ~~received~~financing ~~from the sale-leaseback transaction of $32~~activities.~~7 million.~~

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash ~~provided~~used byin financing activities was $150.3 million, primarily due to ~~the~~ proceeds from ~~the~~convertible ~~issuance~~Series C preferred stock issuances of ~~our~~$0.8 ~~promissory~~million, ~~note~~offset by payment of convertible Series C preferred stock issuance costs of $151.56 million and other financing activities.

Ex-Im Credit Facility

On December 13, 2023, we entered into our Ex-Im Credit Facility, which provided commitments in an aggregate amount equal to $170.1 million to, among other things, finance certain of our goods and services costs related to the design, planning, permitting, and construction of the Final Assembly Facility. Our Ex-Im Credit Facility matures on December 20, 2038. As of September 30, 2025, we have fully drawn down the Ex-Im Credit Facility in an aggregate principal amount equal to $151.2 million, net of exposure fees of $18.9 million.

The Company’s obligations under the Ex-Im Credit Agreement are secured by the “Collateral” (as defined in the Ex-Im Credit Agreement), which generally consists of the Final Assembly Facility.

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The Company is no longer able to draw down further funds under our Ex-Im Credit Facility given that each of (a) the commitment availability period for drawing funds thereunder has expired in accordance with its terms and (b) the commitments under our Ex-Im Credit Facility have been fully drawn.

Each disbursement under our Ex-Im Credit Facility accrues interest at a fixed interest rate of 5.52% per annum, which per annum interest rate is subject to increase in accordance with the terms of the Ex-Im Credit Agreement upon the occurrence of a “Payment Default” and/or a “Trigger Event” (each such term as defined in the Ex-Im Credit Agreement). Inclusive of the timing of drawdowns, exposure fees, and debt issuance costs, the effective per annum interest rate on outstanding borrowings under our Ex-Im Credit Facility was 7.32%. Interest under our Ex-Im Credit Facility is payable quarterly in arrears on each March 20, June 20, September 20, and December 20 of each year.

The Company may, from time to time, prepay all or any part of the outstanding principal balance of the disbursements made pursuant to our Ex-Im Credit Facility, subject to a prepayment premium in an amount equal to: the amount by which (a) the amount of the prepaid principal is less than (b) the sum of the present values, discounted in accordance with the terms of the Ex-Im Credit Agreement, of (x) the installments of principal being prepaid, plus (y) the amounts of interest which would otherwise have accrued on such principal to the remaining interest payment dates.

The Ex-Im Credit Agreement provides for mandatory amortization payments with respect to the principal amount of funds disbursed pursuant to our Ex-Im Credit Facility, in the amounts and on the terms set forth in the Credit Agreement, such that such principal amount is repaid in fifty-four (54) successive quarterly installments. Such amortization payments are required to be made by the Company on each March 20, June 20, September 20, and December 20 of each year, commencing on September 20, 2025. Furthermore, the Ex-Im Credit Agreement includes mandatory prepayments in connection with certain sanctions-related events, events of loss, and collateral destruction events.

Our Ex-Im Credit Facility documents contain affirmative and negative covenants, including, among other things, delivery of annual audited financial statements and Make More in America Initiative annual reports, maintenance of certain governmental consents, licenses, permits, authorizations, and approvals, compliance with laws (including sanctions) and the “MMIA Compliance Plan” (as defined in the Ex-Im Credit Agreement), and maintenance of insurance, along with restrictions on the incurrence of liens, asset dispositions, acquisitions, changes in nature of business, mergers, consolidations, dissolutions, and sales, and other customary covenants, in each case, subject to customary exceptions. The Ex-Im Credit Agreement also includes events of default relating to customary matters (and customary notice and cure periods), including, among other things, nonpayment of principal, interest, or other amounts, violation of covenants, incorrectness of representations and warranties in any material respect, cross-default with respect to material indebtedness and other Ex-Im indebtedness, bankruptcy, material judgments, and certain ERISA events.

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments consist primarily of long-term debt obligation and operating leases. These contractual obligations impact our short-term and long-term liquidity and capital needs. As of ~~September 30~~March 31, ~~2025~~2026, there were no material changes to our contractual obligations and commercial commitments from those described in Note 5 “Notes Payable” and Note 6 “Leases” in the audited consolidated financial statements included within our ~~Prospectus,~~Annual ~~other~~Report ~~than~~for ~~as disclosed in Note 6 “Leases” to~~ the ~~interim~~year ~~condensed~~ended ~~consolidated~~December 31, ~~financial statements included in this Quarterly Report on Form 10-Q~~2025.

~~Critical Accounting Estimates~~21

Our consolidated financial statements are prepared in accordance with GAAP. In connection with preparing our consolidated financial statements and interim condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. There have been no changes to our critical accounting estimates as disclosed in the audited consolidated financial statements included in the Prospectus.

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Critical Accounting Estimates

In connection with preparing our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. During the three months ended March 31, 2026, there have been no material changes to our critical accounting estimates included in the Annual Report for the year ended December 31, 2025, other than as described below.

PSUs

We measure PSUs granted to employees and non-employees based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is adjusted at each reporting period based on the probability and timing of performance achievement. We estimate the probability and timing of achievement based on available information regarding progress made towards performance objectives at each reporting period. If we later determine that achievement of a performance objective is no longer probable, the associated expense previously recognized will be reversed.

Recently Issued Accounting Pronouncements

See Note 2 “Basis of Presentation and Accounting Policies” ~~in the Notes~~ to our ~~audited historical consolidated financial statements in the Prospectus and interim~~ condensed consolidated financial statements ~~included elsewhere in this Quarterly Report on Form 10-Q,~~ for a discussion of recent accounting pronouncements.

Emerging Growth Company Status

~~Under~~See ~~the~~Note ~~JOBS~~2 ~~Act,~~“Basis weof ~~are~~Presentation anand ~~“emerging~~Accounting ~~growth company,~~Policies” ~~which allows us~~ to ~~have~~our ancondensed ~~extended~~consolidated ~~transition~~financial ~~period~~statements for ~~complying~~a ~~with~~discussion ~~new or revised accounting standards pursuant to Section 107(b)~~ of ~~the~~our ~~JOBS~~status ~~Act.~~as ~~Thus,~~ an emerging growth company ~~can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards. Electing to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of our first fiscal year in which we have total annual gross revenues of $1.235 billion or more, (ii) the last day of the first fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, with at least $700 million of equity securities held by non-affiliates as of the end of the last business day of the second quarter of that fiscal year, (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities, or (iv) the last day of our fiscal year after the fifth anniversary of the date of the completion of the IPO.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative ~~Disclosure~~Disclosures about Market Risks

Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates and inflation. Going forward, our market risk exposure ~~generally~~ will generally be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

Interest Rate Risk

WeOur ~~had~~ cash and cash equivalents ~~totaling~~are ~~$687.6 million as of September 30, 2025. These amounts were~~ invested in ~~standard checking,~~ demand deposit accounts and money market funds. ~~The cash~~ and ~~cash equivalents~~ are held for working capital purposes. We do not enter into investments for trading or speculative purposes. We believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates due to the short -term nature of our cash equivalents. Declines in interest rates, however, would reduce future interest income.

Credit Risk

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and money-market cash equivalents. Our cash is held in accounts with multiple financial institutions that we believe are creditworthy. These amounts at times may exceed federally -insured limits. We have not experienced any credit losses in such accounts and do not believe itwe isare exposed to any significant credit risk on these funds.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to ~~Rule~~Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of ~~September 30~~March 31, ~~2025~~2026, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and ~~Rule~~Rules 15d-15(f) under the Exchange Act) during the ~~quarter~~three months ended ~~September~~March 3031, ~~2025~~2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Limitations on Effectiveness of Controls and Procedures~~23

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, no matter how well designed and operated, can only provide reasonable, not absolute assurance that its objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 76 “Commitments and Contingencies” to the ~~interim~~ condensed consolidated financial statements, which is incorporated herein by reference.

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in “Risk Factors” in the ~~Prospectus~~Annual Report for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~from Registered Securities~~

~~Unregistered Sale of Securities~~None.

In September 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. Through September 30, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300.0 million. The Company issued an additional 6,821,852 shares of Series C-1 Preferred Stock for aggregate net proceeds of approximately $122.4 million to new and previous investors, including board members and their associated companies.

See Note 8 “Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock and Stockholders’ Equity” to our audited consolidated financial statements in the Prospectus for additional information regarding the terms of conversion for the convertible preferred stock.

In connection with the closing of the Series C-1 Financing, on September 26, 2025, the Company issued warrants to GE Aerospace to purchase 2,552,467 shares of the Company’s Class A common stock at a pre-split exercise price of $0.01 per share.

See Note 14 “Related Party Transactions” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the terms of conversion for the GE Warrants.

The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, Regulation D or Regulation S promulgated thereunder. The foregoing transaction did not involve any underwriters, underwriting discounts or commissions or any public offering. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were placed upon any stock certificates issued in these transactions.

Use of Proceeds from Registered Securities

On November 5, 2025, the Company completed its IPO of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share, inclusive of the exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. The Company received net proceeds from the IPO of approximately $1,103 million, after deducting approximately $63.9 million in underwriting discounts and commissions. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-290570), as amended (the “Registration Statement”) which became automatically effective pursuant to Section 8(a) of the Securities Act of 1933, as amended. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as representatives of the underwriters for the IPO. The offering terminated after the sale of all the securities registered pursuant to the Registration Statement.

There has been no material change in the use of proceeds from our IPO as described in our Prospectus.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

~~During~~On ~~the~~March ~~three~~17, ~~months~~2026, ~~ended~~The ~~September~~Godric’s 30Hollow Trust, ~~2025~~an noentity ~~director~~affiliated orwith ~~officer~~Kyle ofClark, ~~BETA~~the ~~adopted,~~Company’s ~~modified,~~Chief orExecutive ~~terminated~~Officer ~~any~~and ~~Rule~~President, ~~10b5–1~~entered into a trading ~~arrangement~~plan orintended ~~any~~to ~~non-~~satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading ~~arrangement~~plan provides for the potential sale of up to 180,000 asshares ~~each~~of ~~term~~Class isA ~~defined~~common instock, ~~Item~~subject ~~408(~~to certain conditions, from June 16, 2026 through July 10, 2026. In addition, on March 17, 2026, The Godric’s Hollow Trust entered into a later-commencing trading plan (after the completion or expiration of the earlier-commencing arrangement previously described) ~~and~~intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) ofunder ~~Regulation~~the SExchange Act. The later-Kcommencing trading plan provides for the sale of up to 550,000 shares of Class A common stock, subject to certain conditions, from July 13, 2026 through September 10, 2026.

32During the three months ended March 31, 2026, no other director or officer of BETA adopted, modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) and (c) of Regulation S-K.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:

ExhibitNumber						Description
3.1*						Sixth Amended and Restated Certificate of Incorporation of BETA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on November 6, 2025).
3.2*						Second Amended and Restated Bylaws of BETA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on November 6, 2025).
4.1*						Specimen Stock Certificate evidencing the shares of Class A common stock (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2025).
10.1**†						Form of Employee Performance-Based Restricted Stock Unit Grant Notice and Unit Agreement pursuant to the BETA Technologies, Inc. 2025 Omnibus Incentive Plan (Global Employee Form)
4.2*						Amended and Restated Investors’ Rights Agreement, by and among BETA Technologies, Inc. and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 29, 2025).
10.2**†						Form of Performance-Based Restricted Stock Unit Grant Notice and Unit Agreement pursuant to the BETA Technologies, Inc. 2025 Omnibus Incentive Plan (Consultant Form)
4.3*						Letter Agreement, dated as of September 26, 2025, by and between BETA Technologies, Inc. and General Electric Company, operating as GE Aerospace (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2025).
4.4*						Warrant Agreement, dated as of September 26, 2025 by and among BETA Technologies, Inc. and General Electric Company, operating as GE Aerospace (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2025).
10.1*						First Amendment to Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents, and Fixture Filings, dated as of September 25, 2025, by and between BETA Technologies, Inc. and Export-Import Bank of the United States (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 6, 2025).
31.1**						Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)
31.2**						Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1***						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2***						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

*Incorporated herein by reference as indicated.

**Filed herewith.

***Furnished herewith.

33† Management compensatory plan or contract.

Table of Contents

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, thereunto duly authorized.

	~~BETA Technologies, Inc.~~	BETA Technologies, Inc.
Date: December 4, 2025		/s/ Kyle Clark
Date: May 12, 2026		/s/ Kyle Clark
		Kyle ClarkPresident and Chief Executive Officer
Date: December 4, 2025		/s/ Herman Cueto
Date: May 12, 2026		/s/ Herman Cueto
		Herman Cueto Chief Financial Officer

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