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 001-42023

SERVE ROBOTICS INC.

(Exact name of registrant as specified in its charter)


Delaware						85-3844872
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

730 Broadway Redwood City, CA 94063						(818) 860-1352
(Address of principal executive offices) (Zip Code)						(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

SERV

The Nasdaq Capital Market

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 x No o

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, a 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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 ~~November~~May 105, ~~2025~~2026, the registrant had 7477,~~483~~373,~~482~~296 shares of its common stock, par value $0.0001 per share, outstanding.

Table of Contents

SERVE ROBOTICS INC.

~~INDEX~~TABLE TOOF ~~FORM 10-Q~~ CONTENTS

		Page #
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	12
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	34
	Condensed Consolidated Statements of Cash Flows	45
	Notes to Unaudited Condensed Consolidated Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3037
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3944
Item 4.	Controls and Procedures	3944
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4246
Item 1A.	Risk Factors	4246
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4246
Item 3.	Defaults Upon Senior Securities	4246
Item 4.	Mine Safety Disclosures	4246
Item 5.	Other Information	4246
Item 6.	Exhibits	29
	Signatures	4548

Table of Contents

~~CAUTIONARY~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). WeAll ~~have~~statements ~~based~~other ~~these~~than ~~forward-looking~~ statements ~~largely~~of onhistorical ~~our~~facts ~~current~~contained ~~expectations~~in ~~and~~this ~~projections~~Quarterly ~~about~~Report ~~future~~on ~~events~~Form ~~and~~10-Q, ~~financial~~including ~~trends~~statements ~~impacting~~regarding ~~the~~our ~~financial~~future ~~condition~~results of ~~our~~operations ~~business.~~or ~~Forward-looking~~financial ~~statements~~condition, ~~should~~business ~~not~~strategy beand ~~read~~plans, asand aobjectives ~~guarantee~~ of ~~future~~management ~~performance~~for orfuture ~~results~~operations, ~~and~~are ~~will~~forward-looking ~~not~~statements. ~~necessarily~~In besome ~~accurate~~cases, ~~indications~~you ofcan ~~the~~identify ~~times~~forward-looking ~~at,~~statements or by, ~~which~~terms such ~~performance~~as or“may,” ~~results~~ “will,” be“should,” ~~achieved.~~“could,” ~~Forward-looking~~“would,” ~~statements~~“expect,” ~~are~~“intend,” ~~based~~“seek,” on“plan,” ~~information~~“anticipate,” ~~available~~“believe,” at“estimate,” ~~the~~“project,” ~~time~~“predict,” ~~those~~“potential,” ~~statements~~“might,” ~~are~~“forecast,” ~~made~~“continue,” ~~and/~~or ~~management’s~~the ~~good~~negative ~~faith belief as~~ of ~~that~~those ~~time~~terms, ~~with respect to future events~~ and ~~are~~similar ~~subject~~expressions ~~to risks~~ and ~~uncertainties~~comparable ~~that~~terminology ~~could~~intended ~~cause actual performance or results~~ to ~~differ~~reference ~~materially~~future ~~from~~periods. ~~those~~Forward-looking ~~expressed~~statements ininclude, orbut ~~suggested~~are bynot ~~the~~limited ~~forward-looking~~to, statements. about:

~~Forward-looking~~•our ~~statements~~status ~~include~~as ~~all~~an ~~statements that are not historical facts. In some cases, you can identify forward~~early-~~looking~~stage ~~statements~~company bywith ~~terms~~minimal ~~such as “may~~revenue,” ~~“will,”~~a ~~“should,”~~history ~~“could,”~~of ~~“would~~losses,” ~~“expect,”~~and ~~“intend,”~~a ~~“seek,”~~limited ~~“plan,”~~operating ~~“anticipate~~history,” ~~“believe,”~~which ~~“estimate,”~~may ~~“project,”~~make ~~“predict,”~~it ~~“potential,”~~difficult ~~“might,”~~to ~~“forecast,”~~evaluate ~~“continue,” or~~ the ~~negative~~future of ~~those~~our ~~terms,~~business and ~~similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:~~prospects;

•our ability to ~~protect~~execute ~~and~~our ~~enforce~~business ~~our~~strategy ~~intellectual~~to ~~property~~expand ~~and~~our ~~the~~addressable ~~scope~~market and ~~duration~~effectively ofmanage ~~such~~our ~~protection~~growth;

•our ~~reliance~~use onof ~~third~~artificial ~~parties,~~intelligence ~~including~~(“AI”) ~~suppliers,~~and ~~delivery~~machine ~~platforms~~learning technologies, ~~brand~~which ~~sponsors~~introduces new risks and uncertainties related to accuracy, ~~software~~bias, ~~providers~~intellectual property, and ~~service~~regulatory ~~providers~~scrutiny;

•~~our~~a ~~ability~~significant toportion ~~operate~~of inour ~~public~~revenue ~~spaces~~being ~~and~~concentrated ~~any~~with ~~errors~~a ~~caused~~small bynumber ~~human~~of ~~supervisors, network connectivity or automation~~customers;

•our ~~robots’~~ability ~~reliance on sophisticated software technology that incorporates third-party components and networks~~ to ~~operate,~~commercialize ~~and~~ our ~~ability~~products toat ~~maintain~~a ~~licenses~~large ~~for~~scale ~~this~~efficiently ~~software~~and ~~technology~~effectively;

•our ~~ability~~substantial toreliance ~~commercialize~~on relationships with suppliers and service providers for the parts and components in our ~~products~~robots, atas awell ~~large~~as ~~scale~~for the manufacture of our robots;

•~~the~~our ~~competitive~~ability ~~industry~~to inattract ~~which~~and weretain ~~operate~~highly ~~which~~qualified ispersonnel, ~~subject~~including toengineers, ~~rapid~~robotics ~~technological~~experts, ~~change~~and machine learning specialists;

•~~our~~the ~~ability~~requirement tofor ~~raise~~significant ~~additional~~ capital to ~~develop~~fund our ~~technology~~operations and ~~scale~~growth, ~~our~~and ~~operations~~the risk that financing may not be available when needed or on acceptable terms;

•~~developments~~our ~~and~~robots’ ~~projections~~reliance ~~relating~~on tosophisticated ~~our~~software ~~competitors~~technology that incorporates third-party components and ~~our~~networks ~~industry~~to operate;

•potential defects, glitches, or malfunctions in our ~~ability~~products that could compromise performance, lead to ~~adequately~~injury ~~control~~or ~~the~~property ~~costs~~damage, ~~associated~~and ~~with~~result ~~our~~in ~~operations~~product recalls or product liability claims;

•~~the~~safety ~~impact~~incidents ofarising ~~current~~from ~~and~~human ~~future~~supervision, ~~laws~~connectivity ~~and~~issues, ~~regulations~~third-party software, ~~especially~~or ~~those~~automation ~~related~~that tocould ~~personal~~cause ~~delivery~~injury, ~~devices~~trigger recalls, or result in uninsured product liability and warranty claims;

•~~changes~~accessibility inconcerns ~~general~~or ~~economic~~failure ~~and~~to ~~financial~~comply ~~conditions,~~with ~~inflationary~~disability ~~pressures,~~access ~~the~~laws ~~potential~~may ~~for~~result ~~economic recession~~ in ~~the U.S.~~claims, ~~tariffs~~operational ~~and trade~~ restrictions, ~~including the imposition of new and higher tariffs on imported goods and retaliatory tariffs implemented by other countries on U.S. goods, and the potential effects on our financial condition~~ or ~~results~~reputational ~~of operations~~harm;

•~~potential~~the ~~cybersecurity~~inability ~~risks~~of to our ~~operational~~supply ~~systems,~~chain ~~infrastructure~~to ~~and~~deliver ~~integrated~~certain ~~software~~key ~~which~~electrical ~~may~~components, ~~arise~~such ~~from~~as ~~our environment or third-party vendors~~semiconductors;

•~~the~~unfavorable ~~development~~changes ofin ainterest ~~market~~rates, ~~for~~foreign currency exchange rates, and inflationary pressures that may increase our ~~common~~operating ~~stock~~costs;

•~~the~~our ~~Company’s~~dependence ~~ability~~on todiscretionary ~~continue~~spending aspatterns ain ~~going~~the ~~concern;~~areas in which we operate and in the economy at large;

•~~other~~competition ~~risks and uncertainties, including those listed~~ in ~~our~~an ~~Annual~~industry ~~Report~~subject onto ~~Form~~rapid ~~10-K~~technological ~~for~~change, ~~the~~where ~~year~~competitors ~~ended~~may ~~December~~have ~~31,~~or ~~2024,~~attain ~~including~~more ~~the~~resources ~~factors~~and ~~described~~greater inmarket ~~the~~recognition ~~section~~than ~~entitled~~we ~~“Item~~do; ~~1A – Risk Factors.”~~

~~Should~~•important ~~one~~assumptions orabout ~~more~~the ofmarket ~~these~~demand, ~~risks or uncertainties materialize~~pricing, oradoption ~~should the underlying assumptions prove incorrect~~rates, ~~actual~~and ~~results~~sales ~~may~~cycle ~~differ~~for ~~significantly~~our ~~from~~current ~~those~~and ~~anticipated,~~future ~~believed,~~products ~~estimated,~~and ~~expected,~~services ~~intended~~being ~~or planned.~~inaccurate;

~~Factors or events that could cause~~ •our ~~actual~~ability ~~results~~ to ~~differ~~protect, ~~may emerge from time to time~~maintain, and itenforce isour ~~not~~intellectual ~~possible~~property ~~for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the~~ rights;

•potential claims of infringement of third-party intellectual property rights;

•the unproven nature of our video and LiDAR licensing model and our ability to generate recurring revenue at expected levels;

•security breaches and other disruptions that could compromise our proprietary information and expose us to liability;

•cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our products, and data processed by us or third-party vendors;

•evolving laws, regulations, standards, policies, and contractual obligations related to privacy and data security, including the California Consumer Privacy Act (“CCPA”), the Illinois Biometric Information Privacy Act (“BIPA”), the General Data Protection Regulation (“GDPR”), and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”);

•our internal use of AI, generative AI, and machine learning tools that may expose us to heightened cybersecurity risks;

•tariffs imposed by the United States and other countries, as well as changing trade relations, regional and international conflicts, and political conditions;

•the use of emerging technologies like AI, machine learning, and generative AI requiring us to navigate an uncertain legal and regulatory landscape;

•evolving privacy, data protection, and AI regulation that may restrict our ability to collect, process, and license video and LiDAR datasets;

•the evolving regulations around personal delivery devices, which could materially impact our business and growth prospects in new markets;

•compliance with complex laws and regulations in multiple jurisdictions, including product safety, data privacy, healthcare, and environmental regulations;

•the market price and trading volume of our common stock may be volatile and could decline significantly;

•our obligation to develop and maintain proper and effective internal control over financial reporting, and the presence of material weaknesses that increase the risk of material misstatement of our consolidated financial statements; and

•other risks and uncertainties, including those listed in our Annual Report on Form 10-K for the year ended December 31, 2025, including the factors described in the section entitled “Item 1A. Risk Factors.”

Actual events or results may differ from those expressed in forward-looking statements. As such, you should not rely on 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, operating results, prospects, strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section entitled “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025. Moreover, we operate in a highly 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. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

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

The forward-looking statements made in this Quarterly Report on Form 10-Q speak only 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, actual results, revised expectations, 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.

Table of Contents

~~forward-looking~~PART ~~statements~~I ~~in this Quarterly Report on Form 10~~-Q ~~should~~FINANCIAL not be regarded as representations that the plans, intentions, expectations, results or conditions described in such statements will occur or that our objectives and plans will be achieved, and the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. Therefore, you should not place undue reliance on our forward-looking statements.INFORMATION

iii

Table of Contents

PART I

Item 1. Financial Statements

Serve Robotics Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(unaudited)

	September 30,2025		December 31,2024
ASSETS
Current assets:
Cash and cash equivalents	$	116,839	$	123,266
Short-term marketable securities	93,608		-
Accounts receivable, net	805		87
Inventory	-		310
Prepaid expenses	7,626		1,397
Other receivables	688		192
Other current assets	133		-
Total current assets	219,699		125,252
Property and equipment, net	30,057		11,963
Intangible assets, net	32,871		-
Goodwill	11,839		-
Operating lease right-of-use assets	4,021		1,808
Other non-current assets	612		578
Total assets	$	299,099	$	139,601
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	7,748	$	4,902
Accrued liabilities	3,343		655
Deferred revenue	3		20
Operating lease liabilities, current	1,669		666
Financing lease liabilities, current	-		564
Total current liabilities	12,763		6,807
Operating lease liabilities, non-current	2,478		1,113
Total liabilities	15,241		7,920
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of both September 30, 2025 and December 31, 2024	-		-
Common stock, $0.0001 par value; 300,000,000 shares authorized, 67,811,201 and 51,396,574 shares issued and 67,761,023 and 51,288,566 shares outstanding as of September 30, 2025 and December 31, 2024, each respectively.	7		5
Additional paid-in capital	458,398		239,201
Accumulated other comprehensive income	65		-
Accumulated deficit	(174,612)		(107,525)
Total stockholders’ equity	283,858		131,681
Total liabilities and stockholders’ equity	$	299,099	$	139,601

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

~~Serve~~SERVE ~~Robotics~~ROBOTICS ~~Inc~~INC.

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Statements~~BALANCE ~~of Operations~~SHEETS

(In thousands, except share amounts and per share data)

(~~unaudited~~Unaudited)

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	March 31,2026		December 31,2025
	2025		2024		2025		2024
ASSETS
Revenues	$	687	$	222	$	1,769	$	1,637
Current assets:
Cost of revenues	5,066		378		10,476		1,056
Cash and cash equivalents	$	47,114	$	106,239
Gross profit (loss)	(4,379)		(156)		(8,707)		581
Short-term marketable securities	140,364		127,170
Operating expenses:
Accounts receivable, net	3,942		851
General and administrative	13,153		1,980		25,981		4,861
Prepaid expenses	7,821		6,042
Operations	2,987		917		6,780		2,330
Other receivables	1,662		696
Research and development	13,414		5,008		29,414		17,434
Other current assets	228		77
Sales and marketing	883		384		1,585		668
Total current assets	201,131		241,075
Total operating expenses	30,437		8,289		63,760		25,293
Property and equipment, net	57,095		47,013
Loss from operations	(34,816)		(8,445)		(72,467)		(24,712)
Long-term marketable securities	9,930		26,344
Other income (expense):
Intangible assets, net	36,508		31,313
Interest income	1,707		483		5,293		789
Goodwill	27,998		15,530
Interest expense	-		(34)		(3)		(1,926)
Operating lease right-of-use assets	4,752		5,369
Realized gain on foreign currency translation	4		-		4		-
Other non-current assets	3,390		1,107
Realized gain on investments	85		-		85		-
Total assets	$	340,804	$	367,751
Change in fair value of derivative liability	-		-		-		(222)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total other income (expense)	1,796		449		5,379		(1,359)
Current liabilities:
Provision for income taxes	—		—		—		—
Accounts payable	$	5,704	$	5,014
Net loss	$	(33,020)	$	(7,996)	$	(67,088)	$	(26,071)
Accrued liabilities	9,621		6,482
Other comprehensive income (loss):
Deferred revenue	2,524		2
Unrealized loss on foreign currency translation	(343)		-		-		-
Operating lease liabilities, current	1,886		1,800
Unrealized gain on investments	110		-		65		-
Total current liabilities	19,735		13,298
Comprehensive income (loss)	$	(33,253)	$	(7,996)	$	(67,023)	$	(26,071)
Operating lease liabilities, non-current	2,932		3,454
Weighted average common shares outstanding - basic and diluted	61,343,218		40,586,781		58,472,679		33,267,589
Deferred tax liabilities	347		255
Net loss per common share - basic and diluted	$	(0.54)	$	(0.20)	$	(1.15)	$	(0.78)
Total liabilities	23,014		17,007
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of both March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 76,061,507 and 74,781,782 shares issued and 76,014,674 and 74,734,949 shares outstanding as of March 31, 2026 and December 31, 2025, respectively	7		7
Additional paid-in capital	575,734		559,485
Accumulated other comprehensive income (loss)	(61)		138
Accumulated deficit	(257,890)		(208,886)
Total stockholders’ equity	317,790		350,744
Total liabilities and stockholders’ equity	$	340,804	$	367,751

~~See~~The accompanying notes toare ~~the~~an ~~unaudited~~integral part of these condensed consolidated financial statements.

Table of Contents

SERVE ~~Serve~~ROBOTICS ~~Robotics Inc~~INC.

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Changes~~OPERATIONS inAND ~~Stockholders’~~COMPREHENSIVE ~~Equity~~LOSS ~~(Deficit)~~

(In thousands, except share amounts and per share data)

(~~unaudited~~Unaudited)

	Common Stock					AdditionalPaid-inCapital		SubscriptionReceivable		AccumulatedDeficit		Accumulated Other Comprehensive Income		TotalStockholders’Equity(Deficit)
	Three Months EndedMarch 31,
	Shares		Amount
	2026		2025
Balances at December 31, 2023	24,508,795		$	2		$	64,468	$	(170)	$	(68,334)	$	-	$	(4,033)
Revenues	$	2,984	$	440
Exercise of warrants	125,000		-		*	6		-		-		-		6
Cost of revenues	11,985		1,909
Interest on recourse loan	-		-			-		4		-		-		4
Gross loss	(9,001)		(1,469)
Stock-based compensation	-		-			4,255		-		-		-		4,255
Operating expenses:
Net loss	-		-			-		-		(9,038)		-		(9,038)
Research and development	19,037		6,880
Balances at March 31, 2024	24,633,795		2			68,729		(166)		(77,372)		—		(8,806)
General and administrative	14,916		4,750
Issuance of common stock pursuant to offering	10,000,000		1			39,999		-		-		-		40,000
Operations	6,955		1,668
Offering costs	-		-			(4,150)		-		-		-		(4,150)
Sales and marketing	1,873		239
Conversion of convertible note and derivative liability into common stock	2,104,562		-		*	6,803		-		-		-		6,803
Total operating expenses	42,781		13,537
Exercise of warrants	18,341		-		*	-		-		-		-		-
Loss from operations	(51,782)		(15,006)
Exercise of options	17,936		-		*	9		-		-		-		9
Other income (expense):
Restricted Stock Awards Repurchased	(245,060)		-		*	-		-		-		-		-
Interest income	2,106		1,792
Interest and forgiveness on recourse loans	-		-			-		166		-		-		166
Interest expense	—		(3)
Stock-based compensation	-		-			3,480		-		-		-		3,480
Realized loss on foreign currency translation	(10)		—
Net Loss	-		-			-		-		(9,038)		-		(9,038)
Realized loss on investments	(1)		—
Balances at June 30, 2024	36,529,574		4			114,870		—		(86,410)		—		28,464
Other income	35		—
Issuance of pre-funded warrants to purchase common stock in connection with private placement, net of issuance costs	3,055,555		-		*	17,116		-		-		-		17,116
Net loss before income taxes	(49,652)		(13,217)
Exercise of warrants	3,182,765		-		*	16,319		-		-		-		16,319
Benefit from income taxes	648		—
Exercise of options	10,442		-		*	78		-		-		-		78
Net loss	$	(49,004)	$	(13,217)
Vested restricted stock units	66,768		-		*	-		-		-		-		-
Other comprehensive loss, net of tax:
Restricted stock awards repurchased	(148)		-		*	-		-		-		-		-
Unrealized loss on foreign currency translation	(4)		—
Stock-based compensation	-		-			2,195		-		-		-		2,195
Unrealized loss on investments	(195)		—
Net Loss	-		-			-		-		(7,996)		-		(7,996)
Other comprehensive loss, before tax	(199)		—
Balances at September 30, 2024	42,844,956		4			150,578		—		(94,406)		—		56,176
Income tax expense related to items of other comprehensive income	—		—
Other comprehensive loss, net of tax	(199)		—
Comprehensive loss	$	(49,203)	$	(13,217)
Weighted average common shares outstanding - basic and diluted	75,302,980		56,319,299
Net loss per common share - basic and diluted	$	(0.65)	$	(0.23)

	Common Stock				AdditionalPaid-inCapital		SubscriptionReceivable		AccumulatedDeficit		Accumulated Other Comprehensive Income		TotalStockholders’Equity(Deficit)
	Shares	Amount
Balances at December 31, 2024	51,288,566	$	5		$	239,201	$	-	$	(107,525)	$	-	$	131,681
Issuance of common stock, net of offering costs	4,210,525	-		*	75,847		-		-		-		75,847
Short-swing profit disgorgement	-	-			48		-		-		-		48
Vested restricted stock units	121,660	-		*	-		-		-		-		-
Exercise of warrants	1,164,644	-		*	11,787		-		-		-		11,787
Exercise of options	60,120	-		*	138		-		-		-		138
Stock-based compensation	-	-			3,879		-		-		-		3,879
Net loss	-	-			-		-		(13,216)		-		(13,216)
Balances at March 31, 2025	56,845,515	6			330,900		—		(120,742)		—		210,164
Issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs	1,125,706	-		*	13,521		-		-		-		13,521
Vested restricted stock units	216,685	-		*	-		-		-		-		-
Exercise of warrants	1,092,542	-		*	(411)		-		-		-		(411)
Exercise of options	52,884	-		*	86		-		-		-		86
Stock-based compensation	-	-			4,398		-		-		-		4,398
Other comprehensive income	-	-			-		-		-		298		298
Net loss	-	-			-		-		(20,850)		-		(20,850)
Balances at June 30, 2025	59,333,332	6			348,494		—		(141,592)		298		207,206
Issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs	5,374,229	1			65,246		-		-		-		65,247
Vayu Acquisition	1,539,906	-		*	37,830		-		-		-		37,830
Vested restricted stock units	1,421,532	-		*	-		-		-		-		-
Exercise of warrants	17,187	-		*	5		-		-		-		5
Exercise of options	74,837	-		*	181		-		-		-		181
Stock-based compensation	-	-			6,642		-		-		-		6,642
Other comprehensive loss	-	-			-		-		-		(233)		(233)
Net loss	-	-			-		-		(33,020)		-		(33,020)
Balances at September 30, 2025	67,761,023	7			458,398		—		(174,612)		65		283,858

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

*The change in common stock is less than $1,000

See accompanying notes to the unaudited condensed consolidated financial statements

Table of Contents

~~Serve~~SERVE ~~Robotics~~ROBOTICS ~~Inc~~INC.

~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Cash~~CHANGES ~~Flows~~IN STOCKHOLDERS’ EQUITY

(In thousands, except share amounts and per share data)

	Nine Months EndedSeptember 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(67,088)	$	(26,071)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization	3,387		37
Stock-based compensation	14,919		9,930
Accretion of discount on available-for-sale securities	(548)		-
Amortization of debt discount	-		1,678
Change in fair value of derivative liability	-		222
Changes in operating assets and liabilities, net of effects of business acquired:
Accounts receivable, net	(718)		(10)
Inventory	-		447
Prepaid expenses	(6,229)		(2,776)
Other receivables	(496)		(180)
Other current assets	(133)		-
Accounts payable	3,479		1,556
Accrued liabilities	2,688		(111)
Deferred revenue	(17)		14
Operating lease liabilities, net	155		(15)
Net cash used in operating activities	(50,601)		(15,279)
Cash flows from investing activities:
Purchases of property and equipment	(20,831)		(5,395)
Purchases of short-term marketable securities	(107,485)		-
Proceeds from maturity of marketable securities	14,200		-
Security deposits	(119)		-
Acquisition, net of cash acquired	(7,504)		-
Capitalized software	(405)		-
Net cash used in investing activities	(122,144)		(5,395)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs	75,847		35,849
Proceeds from issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs	78,767		-
Proceeds from issuance of prefunded warrants to purchase common stock in connection with private placement, net of issuance costs	-		17,116
Proceeds from exercise of warrants	11,381		16,325
Proceeds from exercise of options	405		87
Proceeds from short-swing profit disgorgement	48		-
Payments of deferred offering costs	-		-
Repayment of financing lease liability	(186)		(1,322)
Proceeds from convertible notes payable, net of offering costs	-		4,845
Repayments of notes payable, related party	-		(70)
Repayments of note payable	-		(1,250)
Net cash provided by financing activities	166,262		71,580
Effect of exchange rate changes on cash and cash equivalents	56		-
Net change in cash and cash equivalents	(6,427)		50,906
Cash and cash equivalents at beginning of period	123,266		7
Cash and cash equivalents at end of period	$	116,839	$	50,913

(Unaudited)

Supplemental disclosure of cash flow information:
	Common Stock				AdditionalPaid-inCapital		Accumulated Other Comprehensive Income		AccumulatedDeficit		TotalStockholders’Equity
Cash paid for income taxes	$	-	$	-
	Shares		Amount
Cash paid for interest	$	93	$	50
Balances at December 31, 2024	51,288,566		$	5	$	239,201	$	—	$	(107,525)	$	131,681
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock, net of offering costs	4,210,525		1		75,847		—		—		75,848
Purchases of property and equipment, accrued but not paid	$	1,339	$	-
Short-swing profit disgorgement	—		—		48		—		—		48
Conversion of convertible notes and derivative into common stock	$	-	$	6,804
Vested restricted stock units	121,660		—		—		—		—		—
Exercise of warrants	1,164,644		—		11,787		—		—		11,787
Exercise of options	60,120		—		138		—		—		138
Stock-based compensation	—		—		3,879		—		—		3,879
Net loss	—		—		—		—		(13,217)		(13,217)
Balances at March 31, 2025	56,845,515		$	6	$	330,900	$	—	$	(120,742)	$	210,164

See accompanying notes to the unaudited condensed consolidated financial statements


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balances at December 31, 2025	74,734,949	$	7	$	559,485	$	138	$	(208,886)	$	350,744
Issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs	190,000	—		1,506		—		—		1,506
Acquisitions	344,889	—		6,984		—		—		6,984
Vested restricted stock units	666,307	—		—		—		—		—
Exercise of options	78,529	—		406		—		—		406
Stock-based compensation	—	—		7,353		—		—		7,353
Other comprehensive loss	—	—		—		(199)		—		(199)
Net loss	—	—		—		—		(49,004)		(49,004)
Balances at March 31, 2026	76,014,674	$	7	$	575,734	$	(61)	$	(257,890)	$	317,790

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

Table of Contents

~~Serve~~SERVE ~~Robotics~~ROBOTICS ~~Inc~~INC.

~~Notes~~CONDENSED toCONSOLIDATED ~~the~~STATEMENTS ~~Unaudited~~OF ~~Condensed~~CASH ~~Consolidated Financial Statements~~FLOWS

1.(In ~~NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS~~thousands)

(Unaudited)

Serve Operating Co. (formerly known as Serve Robotics Inc.) (“Serve”) is a corporation formed on January 15, 2021 under the laws of the State of Delaware and a wholly-owned subsidiary of Serve Robotics Inc. (formerly known as Patricia Acquisition Corp.) (the “Company”). The Company is developing next-generation robots for last-mile delivery services. The Company is headquartered in Redwood City, California.


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(49,004)	$	(13,217)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	7,353		3,879
Depreciation & amortization	6,258		475
Deferred income taxes	(648)		—
Accretion of discount on available-for-sale securities	(418)		—
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable, net	(2,225)		(295)
Prepaid expenses	(1,257)		285
Other receivables	(966)		(526)
Other current assets	(58)		—
Accounts payable	(1,103)		(267)
Accrued liabilities	673		236
Deferred revenue	598		(20)
Operating lease liabilities	(625)		(13)
Net cash used in operating activities	(41,422)		(9,463)
Cash flows from investing activities:
Proceeds from maturities and sales of marketable securities	60,287		—
Purchases of marketable securities	(57,011)		—
Acquisitions, net of cash acquired	(21,447)		—
Purchases of property and equipment	(1,444)		(3,461)
Security deposits	—		356
Capitalized implementation costs	—		(56)
Other investments activities	—		(139)
Net cash used in investing activities	(19,615)		(3,300)
Cash flows from financing activities:
Proceeds from issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs	1,506		—
Proceeds from exercise of options	406		138
Proceeds from issuance of common, net of offering costs	—		75,847
Proceeds from exercise of warrants	—		11,787
Repayments of financing lease liability	—		(564)
Proceeds from short-swing profit disgorgement	—		48
Net cash provided by financing activities	1,912		87,256
Effect of exchange rate changes on cash and cash equivalents	—		—
Net change in cash and cash equivalents	(59,125)		74,493
Cash and cash equivalents at beginning of period	106,239		123,266
Cash and cash equivalents at end of period	$	47,114	$	197,759

On July 31, 2023, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”) and a wholly-owned subsidiary of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”), merged with and into Serve. Pursuant to this transaction (the “Merger”), Serve was the surviving corporation and became Patricia’s wholly-owned subsidiary, and all of the outstanding stock of Serve was converted into shares of Patricia’s common stock. All of Serve’s outstanding warrants and options were assumed by Patricia. In addition, on July 31, 2023, the board of directors of Patricia and all of its pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on July 31, 2023, and through which Patricia changed its name to “Serve Robotics Inc.” Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”


Supplemental disclosure of cash flow information:
Cash paid for interest	$	92	$	36
Cash paid for income taxes	$	—	$	—

Supplemental disclosure of non-cash investing and financing activities:
Non-cash consideration for acquisitions	$	6,984	$	—
Purchases of property and equipment, accrued but not paid	$	1,188	$	912
Operating lease right-of-use assets obtained for lease obligations	$	57	$	325

AsThe aaccompanying ~~result~~notes ofare ~~the~~an ~~Merger,~~integral ~~Patricia~~part ~~acquired the business~~ of ~~Serve~~these ~~and~~condensed ~~continued~~consolidated the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc. In accordance with “reverse merger” or “reverse acquisition” accounting treatment, Serve was determined to be the accounting acquirer. Patricia’s historical financial statements before the Merger have been replaced with the historical financial statements of Serve before the Merger in filings with the Securities and Exchange Commission (the “SEC”) since the Merger unless otherwise noted.

~~Public Offering and Uplisting to Nasdaq~~5

OnTable ~~April 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with an underwriter (the “Underwriter”) in connection with the public offering~~ of ~~10,000,000~~Contents shares of the Company’s common stock, par value $0.0001, at a public offering price of $4.00 per share (the “Offering”). The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.8 million. As a result of the Offering, the Company’s common stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024. See Note 9.

~~Enactment~~SERVE ofROBOTICS ~~the One Big Beautiful Bill Act~~INC.

OnNOTES ~~July~~TO 4,CONDENSED ~~2025,~~CONSOLIDATED ~~the~~FINANCIAL U.S. government enacted into law the One Big Beautiful Bill Act (“OBBBA”), which includes significant changes to federal tax law, including modifications to bonus depreciation, research and development expensing and international tax regimes. As the legislation was enacted after the end of the Company’s reporting period, the effects are not reflected in these unaudited condensed consolidated financial statements. While the Company continues to evaluate the impact of the legislation on its unaudited condensed consolidated financial statements, it does not currently expect the tax provisions of the OBBBA to have a material impact within its unaudited condensed consolidated statements of operations.STATEMENTS

1. NATURE OF OPERATIONS AND BUSINESS

Serve Operating Co. (formerly known as Serve Robotics Inc.) was incorporated in Delaware in January 2021 and is a direct wholly-owned subsidiary of Serve Robotics Inc. Serve Operating Co. holds all material assets and conducts all material business activities and operations of Serve Robotics Inc. All references to “Serve,” the “Company,” “we,” “our,” “us” or similar terms refer to Serve Robotics Inc. together with its wholly-owned subsidiaries.

The Company is headquartered in Redwood City, California.

Serve designs, develops, and operates low-emissions robotics systems that navigate and perform work in complex, human-centered environments. Serve has developed an advanced platform that combines proprietary hardware, artificial intelligence, computer vision, and cloud-based fleet management software to enable safe, reliable, and scalable autonomous operations across multiple outdoor and indoor physical domains.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented.

5These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K. Interim results are not necessarily indicative of the results that may be expected for a full year.

Table of Contents

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2024 included our Annual Report on Form 10-K. Interim results are not necessarily indicative of the results that may be expected for a full year.

Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer serves as the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment. See further information in Note 12.

Liquidity and Going Concern

As of ~~September~~March 3031, ~~2025~~2026, our principal sources of liquidity were cash and cash equivalents and short-term marketable securities of $~~210~~187.45 million, which consisted of unrestricted cash and cash equivalents on hand of $~~116~~47.81 million and $93140.64 million in short-term marketable securities. ~~Although~~The ~~the~~ Company has incurred recurring losses each year since its inception, ~~the~~and ~~Company~~continues ~~expects it will be able~~ to ~~fund~~forecast ~~its~~operating ~~operations for at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements. We believe we will meet longer term expected future cash requirements~~ and ~~obligations~~investing ~~through available~~ cash ~~balances~~outflows. However, our projections of future cash needs and cash flows may differ from historical results. If current cash on hand, cash equivalents, and cash that may be generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a company or companies or new technology or technologies that are synergistic with or complementary to our technologies, we may be required to obtain more working capital. We have and may continue to seek to obtain working capital during our fiscal year 2025 or thereafter through sales of our equity securities or convertible debt or through public or private debt facilities from various financial institutions where possible, though the availability of such funding, and applicable terms, will be dependent on prevailing market conditions.

IfOur weprojections ~~do identify sources for additional funding, the sale~~ of ~~additional~~future ~~equity~~cash ~~securities~~needs orand ~~convertible~~cash ~~debt~~flows ~~will~~may ~~result~~differ infrom ~~dilution~~historical ~~to our stockholders~~results. WeIf ~~can~~current ~~give no assurance that we will generate sufficient~~ cash ~~flows~~on ~~in the future to satisfy our liquidity requirements or sustain future operations~~hand, orcash ~~that other sources of funding~~equivalents, ~~such~~and ascash ~~sales~~that ofmay ~~equity or debt, would~~ be ~~available~~used or ~~would~~generated befrom ~~approved by~~ our ~~securityholders,~~business ifoperations ~~needed,~~are oninsufficient ~~favorable~~to ~~terms~~continue orto atoperate ~~all.~~our Ifbusiness, we ~~fail~~will toimplement ~~obtain~~a ~~additional~~plan ~~working~~to ~~capital~~reduce asoperating and ~~when~~investing ~~needed,~~cash ~~such~~flows ~~failure~~through ~~could~~reducing ~~have~~planned acapital ~~material~~expenditures ~~adverse impact on our business, results of operations~~ and ~~financial~~planned ~~condition~~operating expenses. ~~Furthermore,~~Future ~~such~~business ~~lack~~acquisitions ofwill ~~funds~~be ~~may~~evaluated ~~inhibit~~based ~~our~~on ~~ability~~whether toresulting ~~respond~~cash tooutflows ~~competitive~~will ~~pressures~~enable ~~or unanticipated capital needs, or may force~~ us to ~~reduce~~operate ~~operating~~our ~~expenses,~~business ~~which~~to ~~would~~be ~~significantly~~able ~~harm~~to ~~the~~continue ~~business~~as ~~and~~a ~~development~~going ~~of operations~~concern.

Based on these plans, the Company expects it will be able to fund its operations for at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements. The Company’s unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

~~Use~~We have and may continue to seek to obtain working capital during our fiscal year 2026 or thereafter through sales of ~~Estimates~~our equity securities or convertible debt or through public or private debt facilities from various financial institutions where possible, though the availability of such funding, and applicable terms, will be dependent on prevailing market conditions.

~~The~~If ~~preparation~~we ofidentify ~~the~~sources ~~Company’s~~for ~~unaudited~~additional ~~condensed~~funding, ~~consolidated~~such ~~financial~~as ~~statements in conformity with GAAP requires management to make estimates and assumptions that affect~~ the ~~reported~~sale ~~amounts~~ of ~~assets~~additional ~~and~~equity ~~liabilities,~~securities ~~the~~or ~~disclosure~~convertible ~~of contingent assets and liabilities at the date of the financial statements~~debt, ~~and~~this ~~the~~will ~~reported~~result ~~amounts~~in ofdilution ~~revenues~~to ~~and~~our ~~expenses during the reporting period~~stockholders. ~~Significant~~We ~~estimates~~can ~~and~~give ~~assumptions~~no ~~reflected~~assurance inthat ~~these~~we ~~financial~~will ~~statements~~generate ~~include,~~sufficient ~~but~~cash ~~are~~flows ~~not~~in ~~limited~~the future to, ~~estimated~~satisfy ~~useful~~our ~~lives~~liquidity ofrequirements ~~property~~or ~~and~~sustain ~~equipment~~future ~~and~~operations ~~intangible~~in ~~assets,~~the ~~impairment of long~~longer-~~lived assets~~term, ~~allocation~~or ofthat ~~overhead~~other ~~costs~~sources ~~between cost~~ of ~~revenue and operating expenses~~funding, ~~valuation~~such ofas ~~stock-based~~sales ~~compensation, and valuation~~ of ~~acquired~~equity ~~intangible~~or ~~assets and goodwill. The Company bases its estimates on historical experience~~debt, ~~known~~would ~~trends~~be ~~and~~available ~~other market-specific~~ or ~~other~~would ~~relevant factors that it believes to~~ be ~~reasonable~~approved ~~under~~by ~~the~~our ~~circumstances. On an ongoing basis~~securityholders, ~~management~~if ~~evaluates its estimates when there are changes in circumstances~~needed, ~~facts~~on ~~and~~favorable ~~experience.~~terms ~~Changes~~or inat ~~estimates are recorded in the period in which they become known. Actual results could differ from those estimates.~~

Table of Contents

all. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations.

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, (i) valuation of acquired intangible assets and goodwill, (ii) impairment of long-lived assets and goodwill, (iii) estimated useful lives of amortizable long-lived assets, (iv) fair values of investments and other financial instruments, (v) the incremental borrowing rate applied in lease accounting, (vi) allocation of depreciation, amortization, and wireless network connectivity expenses to cost of revenue, (vii) valuation of stock-based compensation, and (viii) fair value of contingent consideration. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Significant Accounting Policies

Other than the accounting policies as disclosed in this Quarterly Report on Form 10-Q, there have been no material changes to our significant accounting policies disclosed in Note 2 - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Concentrations of Credit Risk

Financial instruments, ~~that~~consisting ~~potentially subject the Company to concentrations of credit risk consist~~ principally of cash and cash equivalents, ~~and~~are ~~marketable~~potentially ~~securities~~subject to credit risk concentration. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be credit worthy, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

~~Concentrations~~A significant portion of our revenue is concentrated with a limited number of customers. The following table represents the concentration of revenue for all customers that accounted for more than 10% of our revenues for the three months ended March 31, 2026 and 2025:

A significant portion of our revenue is concentrated with three customers, Customer A, Customer B, and Customer C.


	Three Months Ended March 31,
	2026		2025
Customer A sales as a percentage of total revenues	17	%	N/A
Customer B sales as a percentage of total revenues	14	%	26	%
Customer C sales as a percentage of total revenues	11	%	N/A
Customer D sales as a percentage of total revenues	N/A		57	%

For the three months ended September 30, 2025 and 2024, sales to Customer A accounted for 43% and 78% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer A accounted for 34% and 22% of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer B accounted for 27% and none of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer B accounted for 10% and none of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer C accounted for < 10% and 17% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer C accounted for 27% and 72% of our total revenue, respectively.

A significant portion of our Accounts Receivable balance is concentrated with four customers, Customer A, Customer B, Customer C, and Customer D.

As of September 30, 2025, Customer C and Customer B accounted for 55% and 20% of our accounts receivable, respectively. As of December 31, 2024, Customer D and Customer A accounted for 86% and 12% of our accounts receivable, respectively.

There are inherent risks whenever a large percentage of total revenues and accounts receivable are concentrated with a limited number of customers. The loss of any or all of these customers could have a negative impact on our planned operations.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Marketable Securities

Table of Contents

~~Marketable~~A ~~securities~~significant ~~primarily~~portion ~~consist~~ of ~~certificates~~our ofaccounts ~~deposit,~~receivable ~~commercial~~is ~~paper,~~concentrated ~~U.S.~~with ~~government~~a ~~agency~~limited ~~securities,~~number ~~U.S.~~of ~~Treasury securities, corporate bonds and mutual funds~~customers. The ~~Company~~following ~~invests~~table inrepresents ~~a diversified portfolio of marketable securities and limits~~ the concentration of ~~its~~accounts ~~investment~~receivable infor ~~any~~all ~~particular~~customers ~~security.~~that ~~Securities~~account ~~with~~for ~~maturities~~more ~~greater~~ than ~~three~~10% ~~months~~of ~~but~~our ~~less~~total ~~than~~accounts ~~one~~receivable ~~year~~as ~~are~~of ~~included in current assets~~March 31, ~~and~~2026 ~~securities with maturities greater than one year are included in non-current assets on the consolidated balance sheets. All marketable securities are classified as available-for-sale~~ and ~~reported~~December 31, ~~at fair value.~~2025:

If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates the security for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other expense, net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other expense, net in the unaudited condensed consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. Unrealized losses not resulting from credit losses are recorded in accumulated other comprehensive income (loss).


	March 31, 2026		December 31, 2025
Customer A receivables as a percentage of total accounts receivable	32	%	30	%
Customer B receivables as a percentage of total accounts receivable	N/A		11	%
Customer C receivables as a percentage of total accounts receivable	N/A		N/A
Customer D receivables as a percentage of total accounts receivable	N/A		N/A
Customer E receivables as a percentage of total accounts receivable	N/A		18	%

~~Fair~~Business ~~Value Measurements~~Combinations

~~Certain~~The ~~assets~~Company ~~and~~accounts ~~liabilities~~for ofbusiness combinations using the ~~Company~~acquisition ~~are~~method ~~carried~~of ataccounting, ~~fair~~which ~~value~~requires, ~~under~~among ~~GAAP.~~other ~~Fair~~things, allocation of the fair value isof ~~defined~~purchase asconsideration to the ~~exchange~~tangible ~~price~~and ~~that~~intangible ~~would~~assets beacquired ~~received~~and ~~for~~liabilities anassumed ~~asset~~at ortheir ~~paid~~estimated tofair ~~transfer~~values aon ~~liability~~the ~~(an~~acquisition ~~exit~~date. ~~price)~~The inexcess of the ~~principal~~fair orvalue ~~most~~of ~~advantageous~~purchase ~~market~~consideration ~~for~~over the ~~asset~~values orof ~~liability~~these inidentifiable anassets ~~orderly~~and ~~transaction~~liabilities ~~between~~is ~~market~~recorded ~~participants~~as ongoodwill. When determining the ~~measurement~~fair ~~date.~~value ~~Valuation~~of ~~techniques~~assets ~~used~~acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to ~~measure~~the valuation of intangible assets. Management’s estimates of fair value ~~must~~are ~~maximize~~based ~~the~~upon ~~use~~assumptions ofbelieved ~~observable~~to ~~inputs~~be reasonable, but which are inherently uncertain and ~~minimize~~unpredictable and, as a result, actual results may differ from estimates. During the ~~use~~measurement period, not to exceed one year from the date of ~~unobservable~~acquisition, ~~inputs.~~the ~~Financial~~Company may record adjustments to the assets acquired and liabilities ~~carried~~assumed, atwith ~~fair~~a ~~value~~corresponding ~~are~~offset to begoodwill ~~classified~~if new information is obtained related to facts and ~~disclosed~~circumstances inthat ~~one~~existed as of the ~~following~~acquisition ~~three~~date. ~~levels~~Upon the conclusion of the measurement period or final determination of the fair value ~~hierarchy,~~ of ~~which~~assets ~~the~~acquired or liabilities assumed, whichever comes first, ~~two~~any ~~are~~subsequent ~~considered~~adjustments ~~observable~~are ~~and~~reflected in the ~~last~~unaudited iscondensed ~~considered~~consolidated ~~unobservable:~~statements of operations.

~~•Level~~Acquisition-related costs are costs that the Company incurs to effect a business combination, such as advisory, legal, accounting, valuation, and consulting fees. These costs are expensed as incurred. The Company recognized $1~~—Quoted~~.8 ~~prices~~million inof ~~active~~acquisition ~~markets~~costs ~~for~~during ~~identical~~the ~~assets~~three ormonths ~~liabilities~~ended March 31, 2026. There was an insignificant amount of acquisition costs recognized in the three months ended March 31, 2025.

~~•Level~~Contingent ~~2—Observable~~consideration ~~inputs~~is ~~(other~~classified ~~than~~as ~~Level~~a 1liability ~~quoted~~or ~~prices),~~as ~~such~~equity ason ~~quoted~~the ~~prices~~basis of the definitions of a financial liability and an equity instrument. The Company recognizes the fair value of any contingent consideration that is transferred to the seller in ~~active~~a ~~markets~~business ~~for~~combination ~~similar~~on ~~assets~~the ordate ~~liabilities,~~at ~~quoted~~which ~~prices~~control of the acquiree is obtained. Equity-classified contingent consideration related to acquisitions is measured at fair value upon acquisition of the acquiree and is recorded in ~~markets~~permanent ~~that~~equity. ~~are~~Equity-classified contingent consideration is not ~~active~~revalued ~~for~~at ~~identical~~each orreporting ~~similar~~period. ~~assets~~Liability-classified orcontingent ~~liabilities,~~consideration orrelated ~~other~~to ~~inputs~~acquisitions ~~that~~is ~~are~~measured ~~observable~~at orfair ~~can~~value beupon ~~corroborated~~acquisition byof ~~observable~~the ~~market~~acquiree ~~data~~and is recorded as a liability based on the expected dates of payment. Liability-classified contingent consideration is revalued each reporting period.

•Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, prepaid expenses and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

See Note 5 for fair value disclosures.

Accounts Receivable

Accounts receivable are derived from services delivered to customers and reported net of allowance. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for credit loss is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2025 and December 31, 2024, the Company determined there was an immaterial amount of allowance for credit losses.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the following estimated useful ~~life of the asset, which is two to four years for office equipment and two to~~ lives:


			Estimated Useful Life
Robot Assets			4-6 years
Office Equipment			3 years
Leasehold Improvements			Shorter of remaining lease term or estimated useful life for leasehold improvements

The range of useful lives of leasehold improvements will depend on the specific circumstances for each improvement and the associated lease agreement. As of March 31, 2026, leasehold improvements are being depreciated over 1 to 6 years. Estimated useful lives are routinely assessed by management for reasonableness. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or

Table of Contents

four years for the Company’s robot assets, and the shorter of remaining lease term or estimated useful life for leasehold improvements. Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the unaudited condensed consolidated balance sheets and any resulting gains or losses are included in the unaudited condensed consolidated statements of operations in the period of disposal. As of September 30, 2025, certain amounts previously categorized as inventory have been reclassified as Property and Equipment. The reclassification had an immaterial impact on our unaudited condensed consolidated balance sheets.

Leases

The Company accounts for leases under ASC 842 – Leases. The Company does not apply the recognition requirements for leases with a term of twelve months or less.

The Company determines if an arrangement is a lease, or includes an embedded lease, at inception for each contract or agreement. A contract is or contains an embedded lease if the contract meets all of the below criteria:

(i)there is an identified asset;

(ii)the Company obtains substantially all of the economic benefits of the asset; and

(iii)the Company has the right to direct the use of the asset.

The Company’s operating lease agreements include office and warehouse space, and cargo vans. “ROU assets” represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments arising from the lease or embedded lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate that is based on the estimated rate of interest for a collateralized borrowing of a similar asset, using a similar term as the lease payments at the commencement date. Indirect capital costs are capitalized and included in the ROU assets at commencement.

The operating lease ROU assets and operating lease liabilities include any lease payments made, including any variable amounts that are based on an index or rate, and exclude lease incentives. Variability that is not due to an index or rate, such as payments made based on hourly rates, are excluded from the lease liability. Lease terms may include options to extend or terminate the lease.

Renewal option periods are included within the lease term and the associated payments are recognized in the measurement of the operating ROU asset and operating lease liability when they are at our discretion and considered reasonably certain of being exercised. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.

Intangible Assets, Net

Intangible assets result from acquisitions. The accounting for acquisitions requires significant estimates and judgments based on assumptions that are believed to be reasonable. Intangible assets consist of developed technology, customer relationships, and trade names. Intangible assets are recorded at fair value as of the date of acquisition and amortized using a method consistent with the pattern of benefit, which is typically on a straight-line basis over their estimated useful lives, generally 4 to 25 years. The Company reviews identifiable ~~amortizable~~definite-lived intangible assets for impairment under the long-lived asset model described under “Impairment of Long-Lived Assets” ~~below~~as disclosed in Note 2 - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

~~Goodwill~~Stock-Based Compensation

~~Goodwill~~The ~~represents~~Company ~~the~~accounts ~~excess~~for ofstock-based ~~the~~compensation ~~purchase~~in ~~price~~accordance ~~over~~with ~~the~~ASC ~~fair~~718, ~~value~~Compensation of– ~~the~~Stock ~~net~~Compensation ~~tangible~~(“ASC ~~and~~718”). ~~intangible~~The ~~assets~~Company ~~acquired~~measures inall astock-based ~~business~~awards ~~combination.~~granted ~~Goodwill~~to isemployees, ~~not~~directors ~~amortized~~and ~~but~~non-employee isconsultants ~~tested~~based ~~for~~on ~~impairment~~the atfair ~~least~~value ~~annually~~on orthe ~~more~~date ~~frequently~~of ifthe ~~events~~grant orand ~~changes~~recognizes incompensation ~~circumstances~~expense ~~indicate~~for ~~that~~those ~~the~~awards ~~asset~~over ~~may~~the berequisite ~~impaired.~~service ~~The~~period, ~~Company’s~~which ~~impairment~~is ~~tests~~generally ~~are~~the ~~based~~vesting onperiod aof ~~single~~the ~~operating~~respective ~~segment~~award. ~~and~~For ~~reporting~~awards ~~unit~~with ~~structure.~~service-based Ifvesting conditions, the ~~carrying~~Company ~~value~~records ofthe expense using the ~~reporting~~straight-line ~~unit~~method. ~~exceeds~~For ~~its~~awards ~~fair~~with ~~value~~performance-based vesting conditions, anthe ~~impairment~~Company ~~charge~~records isthe ~~recognized~~expense ~~for~~if and when the ~~excess~~Company ofconcludes ~~the~~that ~~carrying~~it ~~value~~is ofprobable that the ~~reporting~~performance ~~unit~~condition ~~over~~will ~~its~~be ~~fair value~~achieved.

~~Impairment~~The ofCompany ~~Long~~classifies stock-~~Lived~~based ~~Assets~~compensation expense in its unaudited condensed consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. We estimate the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of our own shares or comparable publicly traded companies in our industry group. The expected term of the Company’s ~~accounts~~stock options has been determined utilizing the “simplified” method for ~~long~~awards that qualify as “plain-~~lived~~vanilla” ~~assets~~options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in ~~accordance~~effect ~~with~~at the ~~provisions~~time of ~~ASC~~grant ~~360~~of –the ~~Property,~~award ~~Plant~~for ~~and~~time ~~Equipment~~periods approximately equal to the expected term of the award. ~~The~~Expected dividend yield reflects the Company’s ~~continually~~history ~~monitors~~of ~~events~~not paying cash dividends on common stock and ~~changes~~its expectation that it will not pay cash dividends in ~~circumstances~~the ~~that~~foreseeable ~~could~~future. ~~indicate~~Forfeitures ~~carrying~~are ~~amounts~~recognized as incurred. Determining the appropriate fair value of ~~long~~stock-~~lived~~based ~~assets~~awards ~~may~~requires ~~not~~the beinput ~~recoverable.~~of ~~When~~subjective ~~such~~assumptions. ~~events~~The orassumptions ~~changes~~used in ~~circumstances~~calculating ~~are~~the ~~present,~~fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the ~~Company~~application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

For awards with performance-based vesting conditions, compensation expense is recognized on a straight-line basis over the requisite service period. The fair value of each performance-based award granted is estimated on the date of grant. For performance-based awards with vesting conditions that impact the determination of fair value, the Company uses a Monte Carlo simulation option pricing model. This model requires the input of subjective assumptions, including expected stock price volatility, expected term, risk-free interest rate, dividend yield and the probability and timing of achieving the applicable performance conditions, as applicable. The Company estimates expected volatility based on the historical volatility of its common stock. The risk-free interest rate is based on U.S. Treasury yields with maturities consistent with the expected term of the awards. The Company assumes no expected dividend yield because it has not historically paid, and does not currently expect to pay, dividends on its common stock.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company derives its revenue from fleet services and software services. Revenue is measured based on the consideration the Company expects to be entitled to receive in exchange for transferring promised goods or services to customers, as determined by the terms of the applicable contract. The Company recognizes revenue when it satisfies its performance obligations by transferring control of the promised goods or services to the customer. When a contract contains multiple distinct performance obligations, the Company allocates the transaction price to each performance

Table of Contents

~~assesses~~obligation ~~the~~based ~~recoverability~~on ofits ~~long-lived~~relative ~~assets~~standalone byselling ~~determining~~price. ~~whether~~As ~~the~~a ~~carrying~~practical ~~value~~expedient, ofthe ~~such~~Company ~~assets~~does ~~will~~not beadjust ~~recovered~~the ~~through~~transaction ~~undiscounted~~price ~~expected~~for ~~future cash flows. If~~ the ~~total~~effects of ~~the~~a ~~future~~significant ~~cash~~financing ~~flows~~component iswhen, ~~less~~at ~~than~~contract ~~the carrying amount of those assets~~inception, the ~~Company~~period ~~recognizes~~between anpayment ~~impairment~~by ~~loss~~the ~~based~~customer onand the ~~excess~~transfer of the ~~carrying~~related ~~amount~~goods ~~over~~or ~~the~~services ~~fair~~is ~~value~~expected ~~of the assets. Assets~~ to be ~~disposed~~one ofyear ~~are reported at the lower of the carrying amount~~ or ~~the fair value~~ less ~~costs to sell~~.

~~Deferred~~Fleet ~~Offering~~services ~~Costs~~revenue is generated from the Company’s robot fleet completing delivery services and branding services. For delivery services, the determination that a performance obligation has been satisfied depends on the environment in which the service is provided. For outdoor delivery services, each delivery order is considered a new contract with the delivery of the specified good representing the single performance obligation. Accordingly, the Company satisfies its performance obligation when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. For indoor delivery services, autonomous robot solutions are provided to customers as a stand ready obligation. Under this model, the Company retains ownership and control of its robots, which are available for the customer’s continuous use within their facilities over the contracted period of time. Under this model, the customer is provided with a bundle of integrated goods and services, including deployment of the autonomous robot, access to the proprietary software necessary for the robot functionality, implementation services, ongoing support and maintenance throughout the contracted term and autonomous robot deliveries. The bundle of integrated service offerings is considered a single performance obligation and recognized over time. As the customer is receiving and benefiting from these services simultaneously, revenue is recognized over time. The Company’s performance obligation on branding services is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes branding revenue in the amount that it has the right to invoice as branding services are rendered.

~~The~~Software ~~Company~~services ~~complies~~revenue ~~with~~is ~~the~~generated ~~requirements~~from oflicensing ~~ASC~~software ~~340-10-S99-1~~to ~~with~~customers, ~~regards~~and todelivering ~~offering~~engineering ~~costs~~and development projects. ~~Prior~~The toCompany ~~the~~recognizes ~~completion~~revenue ofon anits ~~offering,~~software ~~offering~~services ~~costs~~over ~~are~~time ~~capitalized~~based on the contract term. The ~~deferred~~Company ~~offering~~determines ~~costs~~measurable performance obligations, which are ~~charged~~assessed toon ~~additional~~a ~~paid-in~~contract ~~capital~~by orcontract asbasis. aThe ~~discount~~Company todevelops ~~debt,~~certain asmeasures ~~applicable,~~to ~~upon~~estimate the ~~completion~~progress of anthe ~~offering~~performance orobligation toat ~~expense~~each ifreporting ~~the~~period ~~offering is not completed~~end.

~~Convertible~~Fees ~~Instruments~~that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue. As of March 31, 2026 and December 31, 2025, the Company had $2.5 million and an immaterial amount, respectively, in deferred revenue pertaining to fleet and software services.

~~The~~Cost ~~Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components~~ of those contracts qualify as derivatives to be separately accounted for under ASC 815 – Derivatives and Hedging (“ASC 815”). The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP.Revenue

~~Accounting~~Cost of revenue consists of direct labor, depreciation of robot assets, amortization of developed technology, network and other direct costs related to data, software, and services required for ~~Preferred~~the ~~Stock~~robots to operate as intended.

~~ASC~~For ~~480~~the –outdoor ~~Distinguishing~~delivery ~~Liabilities~~fleet, ~~from~~the ~~Equity,~~Company ~~includes~~allocates ~~standards~~a portion of depreciation expense and network costs recognized during each period based on the percentage of the fleet available for ~~how~~delivery anto ~~issuer~~cost of ~~equity~~revenue. ~~(including~~Fully ~~equity~~depreciated ~~shares~~assets ~~issued~~are byexcluded ~~consolidated~~from ~~entities)~~the ~~classifies~~calculation of utilization. For the indoor delivery fleet, the Company records robot depreciation expense, amortization expense related to the developed technology, and ~~measures~~network onand ~~its~~software ~~consolidated~~licensing ~~balance~~costs ~~sheet~~recognized ~~certain~~during ~~financial~~each ~~instruments~~period ~~with~~for ~~characteristics~~all ofbillable ~~both~~robots ~~liabilities~~in each period. A billable robot is defined as a robot that is deployed at the customer location and ~~equity~~available for customer use at any time.

~~Management~~Direct islabor ~~required~~costs toare ~~determine~~allocated ~~the~~to ~~presentation~~cost ~~for the preferred stock as a result~~ of ~~the~~revenue ~~redemption~~based ~~and~~on ~~conversion~~departments ~~provisions,~~or ~~among~~resources ~~other~~with ~~provisions~~direct incontract ~~the agreement~~involvement. ~~Specifically,~~Each ~~management~~contract is ~~required~~assessed to determine ~~whether~~which ~~the~~personnel ~~embedded~~will ~~conversion~~be ~~feature~~directly involved in ~~the~~delivery ~~preferred stock is clearly and closely related to the host instrument, and whether the bifurcation~~ of ~~the~~performance ~~conversion feature is required and whether the conversion feature should be accounted for as a derivative instrument~~obligations. IfDirect ~~the~~labor ~~host~~typically ~~instrument~~includes ~~and~~roles ~~conversion~~in ~~feature~~fleet ~~are determined to be clearly and closely related (both more akin to equity)~~management, ~~derivative~~hardware ~~liability accounting under ASC 815 is not required. Management determined that the host contract of the preferred stock is more akin to equity~~operations, and ~~accordingly,~~software ~~liability accounting is not required by the Company~~engineering. ~~The Company has presented preferred stock within stockholders’ equity.~~

~~Costs~~Net ~~incurred~~Loss ~~directly~~per ~~for the issuance of the preferred stock are recorded as a reduction of gross proceeds received by the Company, resulting in a discount to the preferred stock. The discount is not amortized.~~Share

~~Accumulated~~Net ~~Other~~earnings ~~Comprehensive~~or ~~Income~~loss ~~(Loss)~~per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average number of shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities were anti-dilutive as of March 31, 2026 and 2025, diluted net loss per share is the same as basic net loss per share for each three month period.

Accumulated other comprehensive income (loss) primarily consists of foreign currency translation adjustments and unrealized gains and losses on available-for-sale marketable securities. The financial statements of the Company’s non-U.S. subsidiaries are translated from their functional currency, into U.S. dollars.

Assets and liabilities are translated from the functional currency into U.S. dollars at period end rates of exchange, and revenue and expenses are translated using average monthly exchange rates. The resulting gain or loss is included in accumulated other comprehensive income (loss) on the consolidated balance sheets.

Table of Contents

~~Available-for-sale~~Potentially ~~securities~~dilutive ~~are~~items ~~reported~~outstanding atas ~~fair~~of ~~value~~March 31, ~~with~~2026 ~~unrealized gains~~ and ~~losses~~2025 ~~included~~are as ~~a separate component of stockholders’ equity within accumulated other comprehensive income (loss).~~follows:

Stock-Based Compensation


	Three Months Ended March 31,
	2026	2025
Common stock warrants	5,079,294	2,170,789
Contingently issuable shares	1,827,624	—
Stock options	743,872	938,131
Unvested restricted stock awards subject to recourse and nonrecourse loans	46,833	107,526
Unvested restricted stock units	9,461,039	5,480,113
Total potentially dilutive shares	17,158,662	8,696,559

~~The~~Recent ~~Company~~Accounting accounts for stock-based compensation in accordance with ASC 718 – Compensation – Stock Compensation (“ASC 718”). The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved.Pronouncements

~~The~~Changes ~~Company~~to ~~classifies~~GAAP ~~stock-based~~are ~~compensation~~established ~~expense~~by inthe ~~its~~Financial ~~statements~~Accounting ofStandards ~~operations~~Board (“FASB”), in the ~~same~~form ~~manner~~of inAccounting ~~which~~Standards ~~the~~Updates ~~award~~(“ASUs”), ~~recipient~~to the FASB’s ~~payroll~~Accounting ~~costs~~Standards ~~are~~Codification ~~classified~~(“ASC”). orThe inCompany ~~which~~will adopt these changes according to the ~~award~~various ~~recipient~~timetables the FASB specifies. There were no recently adopted accounting standards which had a material impact on the Company’s ~~service~~consolidated ~~payments~~financial ~~are~~position, ~~classified~~results of operations, changes in stockholders’ equity and cash flows.

~~The~~Recent ~~fair~~Accounting ~~value~~Pronouncements of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically was a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Forfeitures are recognized as incurred. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.Adopted

~~Revenue~~In ~~Recognition~~December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,” which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024. We prospectively adopted ASU 2023-09 as of December 31, 2025. The additional required disclosures did not have a material impact on our consolidated financial statements.

~~The~~Recent ~~Company~~Accounting ~~accounts~~Pronouncements ~~for~~Not ~~revenue~~Yet ~~under ASC 606 – Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps:~~Adopted

~~•Identification~~In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of aIncome ~~contract~~Statement ~~with~~Expenses,” awhich ~~customer;~~requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements.

~~•Identification~~In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which provides updates to the ~~performance~~guidance ~~obligations~~for identifying the “accounting acquirer” in business combinations involving Variable Interest Entities. ASU 2025-03 is effective for annual periods beginning after December 15, 2026. The Company is evaluating the ~~contract;~~impact of this standard, but it does not expect the standard to have an impact on its financial statements and related disclosures.

~~•Determination~~In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606. ASU 2025-05 is effective for the ~~transaction~~Company ~~price;~~for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

~~•Allocation~~In ofSeptember 2025, the ~~transaction~~FASB ~~price~~issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the ~~performance~~Accounting ~~obligations~~for inInternal-Use Software,” which removes all references to prescriptive and sequential software development stages and establishes new criteria for the ~~contract;~~capitalization of internal-use software costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within

•Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

The Company recognizes revenue on its fleet services when the performance obligation is satisfied. The fleet performs delivery services, branding services, and unit sales. The Company’s performance obligation on a delivery is satisfied when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. The Company’s performance obligation on branding services is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes revenue in the amount that it has the right to invoice as advertising services are rendered.

Table of Contents

~~The~~annual ~~Company~~periods ~~recognizes~~beginning ~~revenue~~after onDecember ~~its~~15, ~~software services over time based on the contract term~~2027. ~~The~~Early ~~Company~~adoption ~~determines~~is ~~measurable performance obligations, which are assessed on a contract by contract basis~~permitted. The Company ~~develops~~is ~~certain~~currently ~~measures~~evaluating ~~to estimate~~ the ~~progress~~impact of the ~~performance~~adoption ~~obligation~~of atthis ~~each~~guidance ~~reporting~~on ~~period~~its ~~end.~~consolidated ~~Software~~financial ~~service~~statements ~~fees~~and ~~that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue~~disclosures.

~~Disaggregation~~3. ~~of Revenue~~REVENUE

~~The~~Disaggregated ~~disaggregation~~Revenue ~~of revenue is as follows (in thousands):~~Information

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Software services	$	254	$	39	$	795	$	1,186
Fleet services	433		183		974		451
	$	687	$	222	$	1,769	$	1,637

All revenue recognized during the periods presented was attributable to the Company’s core business operations, which are conducted through its single operating segment. Revenue is generated from the Company’s operations in the United States.

~~Cost~~The following table presents our revenues disaggregated by service type. This level of ~~Revenue~~disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in thousands):

Cost of revenue consists primarily of allocations of depreciation on robot assets used for revenue producing activities, personnel time related to revenue-producing activities, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with the robots while in service.


	Three Months Ended March 31,
	2026		2025
Fleet services	$	1,958	$	211
Software services	1,026		229
Total revenue	$	2,984	$	440

~~Sales~~Fleet ~~and Marketing~~Services

~~Sales~~The ~~and~~Company ~~marketing~~derives ~~expenses~~revenue ~~include~~from ~~personnel~~its ~~costs~~fleet of autonomous robots by offering delivery services and branding services. ~~Advertising~~Delivery ~~costs~~services ~~are~~revenue ~~expensed~~is asderived ~~incurred~~from outdoor delivery services through partnerships with platforms to fulfill orders and ~~included~~indoor indelivery ~~sales~~services through partnerships with healthcare organizations to assist healthcare workers with transporting items through healthcare facilities. Branding services revenue is derived from fees paid by customers for the display of their company’s branding on Serve robots and/or by reserving robots for appearances at marketing ~~expenses~~opportunities.

~~Operations~~Software Services

~~Operations~~Software ~~expenses~~services ~~consist~~revenue ofis ~~lease~~derived ~~expense~~from ~~for~~licensing ~~facilities~~software to customers, and ~~certain~~engineering ~~field~~and ~~operations~~development ~~personnel~~projects. Software licensing generates revenue from fees paid by customers for access to ~~support~~the ~~fleet~~Company’s proprietary software platforms and/or hosting services. ~~The~~Engineering ~~Company~~and ~~considers~~development ~~these~~project ~~expenses~~revenue tois bederived ~~indirect~~from ~~costs~~partnerships tofor ~~deliver~~the ~~fleet~~development ~~services~~of software solutions utilizing the internally developed technology platform.

~~General~~Deferred ~~and Administrative Expenses~~Revenue

~~General~~The ~~and~~Company ~~administrative~~records ~~expenses~~deferred ~~primarily~~revenues ~~consist~~when ofcash ~~personnel-related~~payments ~~expenses~~are ~~for~~received ~~executive~~or ~~management~~due ~~and~~in ~~administrative~~advance ~~functions,~~of ~~including~~the ~~finance~~Company ~~and~~satisfying ~~accounting,~~its ~~legal,~~performance ~~and human resources, as well as general corporate expenses and general insurance~~obligations. ~~General~~The ~~and~~changes ~~administrative~~in ~~expenses~~the ~~also~~balances ~~include~~of ~~depreciation~~deferred onrevenue ~~property~~were ~~and~~as ~~equipment~~follows ~~and~~(in ~~facility costs. These costs are expensed as incurred.~~thousands):

Research and Development Costs


	Three Months Ended March 31,
	2026		2025
Balance as of beginning of period	$	2	$	20
Additions	1,894		—
Increases due to acquisitions	1,925		—
Revenue recognized	(1,297)		(20)
Balance as of end of period	$	2,524	$	—

~~Costs~~As ~~incurred in the research and development~~ of ~~the Company’s products are expensed as incurred. Research and development costs include product design~~March 31, ~~hardware and software costs. Per ASC 730 – Research and Development~~2026, ~~the Company recognizes~~ all ~~research~~of ~~and development costs in~~ the ~~statements~~deferred ofrevenue ~~operations~~is classified as ~~they~~current ~~occur.~~on ~~Assets~~the ~~with~~unaudited ~~alternative~~condensed ~~future~~consolidated ~~uses~~balance ~~are~~sheet ~~capitalized~~ and ~~depreciated~~expected ~~over~~to ~~their~~be ~~useful~~recognized ~~lives,~~within ~~with~~ the ~~depreciation~~next ~~expense~~twelve ~~reported under research and development costs~~months.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with ASC 740 – Income Taxes. Under this method, deferred income tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities, using tax rates expected to be in effect when these differences reverse.

A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company evaluates its income tax positions in accordance with ASC 740-10. For tax positions where it is more likely than not that a benefit will be sustained, the Company recognizes the largest amount of tax benefit

Table of Contents

~~that~~Remaining isPerformance ~~greater than 50% likely to be realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.~~Obligation

~~Net~~Remaining ~~Loss~~performance ~~per~~obligation ~~Share~~represents contracted revenue that has not yet been recognized, including unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, average contract terms and acquisitions. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors.

~~Net~~We ~~earnings~~have orapplied ~~loss~~the ~~per~~practical ~~share~~expedients isnot ~~computed~~to bypresent ~~dividing~~unsatisfied ~~net~~performance ~~income~~obligations orfor ~~loss~~(i) bycontracts ~~the~~with ~~weighted-average~~an ~~number~~original ofexpected ~~common~~length ~~shares~~of ~~outstanding~~one ~~during~~year ~~the~~or ~~period~~less, ~~excluding~~(ii) ~~shares~~contracts ~~subject~~with tovariable ~~redemption~~consideration orthat ~~forfeiture.~~is ~~The~~allocated ~~Company~~entirely ~~presents~~to ~~basic~~unsatisfied ~~and~~performance ~~diluted~~obligations ~~net earnings~~ or ~~loss~~to ~~per~~a ~~share.~~wholly ~~Diluted~~unsatisfied ~~net~~promise ~~earnings~~accounted orfor ~~loss~~under ~~per share reflect~~ the ~~actual~~series ~~weighted~~guidance, ~~average of common shares issued~~ and ~~outstanding~~(iii) ~~during~~contracts ~~the period, adjusted~~ for ~~potentially~~which ~~dilutive~~we ~~securities~~recognize ~~outstanding.~~revenue ~~Potentially~~at ~~dilutive securities are excluded from~~ the ~~computation~~amount ofwhich ~~the~~it ~~diluted~~has ~~net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of September 30, 2025 and 2024, diluted net loss per share is~~ the ~~same~~right asto ~~basic~~invoice ~~net loss per share~~ for ~~each~~services ~~period~~performed. ~~Potentially dilutive items outstanding as of September 30, 2025 and 2024 are as follows:~~

	September 30,
	2025	2024
Common stock warrants	5,079,294	4,474,524
Stock options	866,268	1,521,585
Shares related to recourse and non-recourse loans	50,178	112,490
Unvested restricted stock units and performance restricted stock units	8,984,403	4,814,060
Total potentially dilutive shares	14,980,143	10,922,659

Remaining performance obligation consisted of the following (in thousands):

Recently Adopted Accounting Pronouncements


	Current		Noncurrent		Total
As of December 31, 2025	$	—	$	—	$	—
As of March 31, 2026	$	2,917	$	4,185	$	7,102

InThe ~~November~~majority ~~2023,~~of the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entityCompany’s ~~overall~~noncurrent remaining performance ~~through~~obligation ~~enhanced~~is ~~disclosures~~expected ~~about~~to ~~significant~~be ~~segment~~recognized ~~expenses. The guidance enhances interim disclosure requirements, clarifies circumstances~~ in ~~which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted~~ the ~~provisions~~next of13 ~~ASU No. 2023-07 during the fourth quarter of December 31, 2024. Refer~~ to ~~Note~~44 ~~12 for further information~~months.

~~New~~4. ~~Accounting Pronouncements Not Yet Adopted~~ACQUISITIONS

InFiscal ~~December~~2026 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company expects to adopt ASU 2023-09 in its consolidated financial statements for the year ended December 31, 2025. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements. Acquisitions

InDiligent ~~November 2024~~Robotics, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operationsInc. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements. Acquisition

InOn ~~July~~January ~~2025~~27, 2026 (the ~~FASB~~“Diligent ~~issued~~Closing ~~ASU No. 2025-05~~Date”), ~~Financial~~the ~~Instruments-Credit~~Company ~~Losses~~completed ~~(Topic~~its ~~326):~~acquisition ~~Measurement~~ of ~~Credit~~Diligent ~~Losses~~Robotics, ~~for~~Inc. ~~Accounts~~(“Diligent”), ~~Receivable~~a ~~and~~provider ~~Contract~~of ~~Assets (ASU 2025~~AI-~~05),~~powered ~~which~~robot ~~provides~~assistants afor ~~practical~~the ~~expedient~~healthcare ~~for~~industry. ~~entities~~Pursuant to ~~estimate~~the ~~expected~~Agreement ~~credit~~and ~~losses~~Plan onof ~~current~~Merger ~~accounts~~(the ~~receivable~~“Diligent ~~and~~Merger ~~current~~Agreement”), ~~contract~~dated ~~assets~~as ~~arising~~of ~~from~~January ~~revenue~~19, ~~transactions~~2026, ~~accounted~~by ~~for~~and ~~under~~among ~~ASC~~the ~~606.~~Company, ~~ASU~~Delight ~~2025-05~~Merger isSub, ~~effective~~Inc., ~~for~~a ~~the~~Delaware ~~Company~~corporation ~~for~~and ~~annual~~direct ~~periods~~wholly-owned ~~beginning~~subsidiary ~~after~~of ~~December~~the 15Company, ~~2025~~Diligent, and ~~interim~~Andrea ~~periods~~Thomaz, ~~within~~an ~~those~~individual, ~~annual~~solely ~~periods.~~in ~~Early~~her ~~adoption~~capacity isas ~~permitted.~~the ~~The~~representative ~~Company~~of isthe ~~evaluating~~indemnifying securityholders, the ~~impact~~Company acquired all of ~~this~~the ~~standard~~issued onand ~~its~~outstanding ~~financial~~equity ~~statements~~of ~~and~~Diligent ~~related~~(the ~~disclosures~~“Diligent Acquisition”).

Pursuant to the terms of the Diligent Merger Agreement, the aggregate consideration paid by the Company to the Diligent stockholders at the closing of the Diligent Acquisition had an aggregated fair value of $25.7 million of cash, common stock, and earnout contingent consideration. After giving effect to the adjustments as set forth in the Diligent Merger Agreement, the Company issued 197,472 shares of the Company’s common stock to the Diligent stockholders with a fair value of $2.5 million based on the Company’s closing stock price as of the date of acquisition. In addition, up to 366,332 shares of the Company’s common stock may be issued in the future upon achievement of certain milestones set forth in the Diligent Merger Agreement, of which 274,749 shares relate to the contingent consideration included in the consideration transferred. The remaining 91,583 shares of the Company’s common stock to be issued upon achievement of certain future milestones as set forth in the Diligent Merger Agreement are attributed to certain employees and subject to a continuous service-condition. Refer to Note 10 for additional information regarding the earnout consideration arrangements.

Table of Contents

InThe ~~September~~total ~~2025,~~preliminary ~~the~~fair ~~FASB~~value ~~issued~~of ~~ASU~~consideration ~~2025-06,~~paid ~~Intangibles~~in -connection ~~Goodwill~~with ~~and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to~~ the ~~Accounting~~acquisition ~~for Internal-Use Software (“ASU 2025-06”), which removes all references to prescriptive and sequential software development stages and establishes new criteria for the capitalization~~ of ~~internal-use~~Diligent ~~software~~consisted costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the ~~adoption of this guidance on its consolidated financial statements and disclosures.~~following:

3. ACQUISITION


	Shares	Per Share		Total Consideration (in thousands)
Cash consideration paid				$	20,095
Fair value of Serve’s common shares issuable to Diligent stockholders (including escrow amounts)	197,472	$	12.77	2,522
Fair value of contingent earnout consideration	274,749	$	11.25	3,090
Total purchase price consideration				$	25,707

~~Voysys~~At ABthe ~~Acquisition~~closing, each outstanding share of Diligent common stock, all Diligent options, and all Diligent warrants were automatically cancelled for no consideration and each outstanding share of Diligent preferred stock was automatically cancelled and converted into the right to receive shares of the Company’s common stock, including any escrow releases and earnout consideration, as set forth in the Diligent Merger Agreement. Each Diligent restricted stock unit held by a continuing employee immediately prior to the closing was assumed and converted into a restricted stock unit on a 1:1 basis and on substantially identical terms and conditions. The Company assumed 1,319,151 restricted stock units held by continuing employees of Diligent.

OnThe ~~April~~Company 1,allocated ~~2025,~~the (fair value of the ~~“Voysys~~purchase ~~Closing~~price ~~Date”),~~consideration to the ~~Company~~tangible and intangible assets acquired ~~from~~and ~~Phantom~~liabilities ~~Auto~~assumed, ~~Inc~~based on estimated fair values., aThe ~~Delaware~~excess ~~corporation~~purchase ~~(“Phantom”)~~price ~~(i)~~over ~~all~~those fair values is recorded as goodwill. The Company’s valuation assumptions of ~~the~~acquired ~~issued~~assets and ~~outstanding~~assumed ~~equity~~liabilities ofrequire ~~Voysys~~significant ~~AB,~~estimates awith ~~limited~~respect ~~liability~~to ~~company~~intangible ~~duly~~assets. ~~incorporated~~The ~~and~~acquired ~~organized~~company’s ~~under~~intangible ~~the~~assets ~~laws~~are comprised of ~~Sweden~~developed ~~(“Voysys”)~~technology and ~~(ii)~~trade ~~certain~~name. ~~intellectual~~The ~~property,~~estimated ~~including~~fair ~~registered~~values ~~patents,~~ of ~~Phantom,~~the ~~which~~developed ~~was~~technology ~~accounted~~and ~~for~~trade name were determined using the relief from royalty method under the ~~acquisition~~income-based approach. This method estimates the fair value of ~~accounting.~~the ~~Voysys~~intangible isasset abased ~~Swedish~~on ~~pioneer~~the inpresent ~~ultra-low~~value ~~latency~~of ~~video~~royalty ~~streaming,~~payments ~~connectivity,~~that ~~and~~would ~~teleoperation~~be ~~technology.~~paid ~~The~~if ~~Company’s~~the ~~acquisition~~subject ofintangible ~~Voysys~~asset ~~enhances~~was ~~Serve’s~~not ~~technology~~owned ~~stack~~but paid to ~~support~~a ~~its~~third-party ~~rapidly~~for ~~growing~~the ~~fleet~~use of ~~autonomous~~the ~~delivery robots~~asset..

The ~~Company~~preliminary ~~allocated~~goodwill ~~the fair value~~ of ~~the~~$10.4 ~~purchase~~million ~~price~~arising ~~consideration~~from to the ~~tangible~~acquisition ~~assets, liabilities, and intangible assets acquired, based on estimated fair values. The excess purchase price over those fair values~~ is ~~recorded~~attributed ~~as goodwill. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates with respect~~ to ~~intangible assets. In determining~~ the ~~fair~~expected ~~value of intangible assets acquired~~synergies, ~~the Company must make assumptions about the future performance of the acquired business,~~ including ~~among~~innovation ~~other things~~synergies, ~~the~~synergies ~~forecasted~~related ~~revenue growth attributable~~ to the ~~asset~~assembled ~~group and projected operating expenses. The acquired company’s intangible assets are comprised of customer relationships~~workforce, ~~trade names~~ and ~~developed~~other ~~technology.~~benefits ~~The~~expected estimated fair value of the customer relationships, trade names and developed technology are determined using the multi-period excess earnings method and relief from royalty method. Both methods require forward-looking estimates that are discounted to ~~determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could~~ be ~~affected by future economic and market conditions~~generated. ~~The~~Substantially ~~estimated~~all ~~fair value~~ of the ~~developed~~goodwill ~~technology~~recognized is ~~also~~not ~~dependent~~expected onto ~~the~~be ~~selection~~deductible offor ~~the~~tax ~~royalty rate used in the valuation method~~purposes.

~~The~~Certain ~~total~~data ~~purchase~~necessary ~~consideration~~to ~~was~~complete ~~approximately~~the ~~$5.75~~purchase ~~million~~price ofallocation ~~cash~~remains ~~consideration~~preliminary. The ~~preliminary~~Company ~~goodwill~~expects ofto ~~$4.33~~complete ~~million~~the ~~arising~~purchase ~~from~~price ~~the~~allocation ~~acquisition~~within is12 ~~attributed~~months toof the ~~expected~~Diligent ~~synergies~~Closing Date, ~~including~~at ~~future~~which ~~cost~~time ~~savings,~~the ~~and~~purchase ~~other~~price ~~benefits~~allocation ~~expected~~set toforth herein may be ~~generated~~revised. ~~Substantially~~Any ~~all~~such ofrevisions ~~the~~or ~~goodwill~~changes ~~recognized~~may isbe ~~not~~material. ~~expected~~The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to beperform ~~deductible~~the ~~for~~preliminary ~~tax~~purchase ~~purposes~~price allocation.

The Company recorded an insignificant amount of acquisition related costs in the nine months ended September 30, 2025, representing professional fees and other direct acquisition costs. These costs are recorded within selling, general, and administrative expense in our unaudited condensed consolidated statements of operations.

Certain data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of the Voysys Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Voysys Closing Date, is as follows (in thousands):

Table of Contents

	Preliminary: April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745
Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets	1,370
Total identifiable assets acquired	1,571
Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)
Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327

The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Diligent Closing Date, is as follows (in thousands):

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):


	January 27, 2026
Total purchase price consideration	$	25,707

Assets acquired:
Cash and cash equivalents	557
Accounts receivable	564
Prepaid expenses	388
Property and equipment	12,474
Intangible assets	6,000
Capitalized software	2,238
Other assets	128
Total identified assets acquired	22,349

Liabilities assumed:
Accounts payable	(2,010)
Accrued liabilities	(2,327)
Deferred revenue	(1,925)
Deferred tax liability	(740)
Other liabilities	(88)
Total identified liabilities	(7,090)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	15,259
Goodwill	$	10,448

Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	15	$	980
Customer relationships	25	255
Trade names	10	135
	16	$	1,370

The following table sets forth the preliminary components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years):

Vayu Acquisition


Intangible Assets	Weighted Average Useful Life	January 27, 2026
Developed technology	6	$	5,300
Trade names	4	700
Total fair value of intangible assets		$	6,000

OnThe ~~August 14, 2025, the~~ Company ~~entered~~recorded ~~into~~$1.2 anmillion ~~Agreement and Plan~~ of ~~Merger~~acquisition byrelated ~~and~~costs ~~among~~in the ~~Company,~~three ~~Valencia~~months ~~Merger~~ended ~~Sub~~March 31, ~~I Inc.~~2026, arepresenting ~~Delaware~~professional ~~corporation~~fees and ~~the~~other ~~Company’s~~ direct ~~wholly-owned~~acquisition ~~subsidiary~~costs. ~~(“Merger~~These ~~Sub~~costs ~~I”),~~are ~~Valencia~~recorded ~~Merger~~within ~~Sub~~general ~~II LLC, a Delaware limited liability company~~ and ~~the~~administrative ~~Company’s~~expense ~~direct~~in ~~wholly-owned~~our ~~subsidiary~~unaudited ~~(“Merger~~condensed ~~Sub~~consolidated ~~II”),~~statements ~~Vayu Robotics, Inc., a Delaware corporation (“Vayu”) and certain~~ of ~~Vayu’s securityholders (the “Vayu Merger Agreement”)~~operations.

~~Pursuant~~The toamounts ~~the~~of ~~Vayu~~revenue ~~Merger Agreement, on August 15, 2025 (the “Vayu Closing Date”), (i) Merger Sub I merged with~~ and ~~into~~loss ~~Vayu,~~from ~~with~~Diligent ~~Vayu~~included ~~surviving~~in ~~as a direct wholly-owned subsidiary of~~ the Company’s ~~and~~unaudited ~~(ii)~~condensed ~~Vayu~~consolidated ~~subsequently~~statements ~~merged with and into Merger Sub II, with Merger Sub II surviving the merger. In connection with the closing~~ of ~~the~~operations ~~transactions~~from ~~contemplated~~January ~~by the Vayu Merger Agreement~~27, ~~the~~2026 ~~Company~~to ~~acquired all of~~ the ~~issued~~period ~~and~~ending ~~outstanding equity of Vayu~~March 31, ~~which~~2026 was ~~accounted~~$1.2 ~~for~~million ~~under~~and ~~the acquisition method of accounting~~$5.9 ~~Vayu is a pioneer in urban robot navigation using large-scale AI models~~million, ~~and the Company’s acquisition of Vayu supports the adoption of advanced AI-driven autonomy by integrating Vayu’s foundation model technology and simulation capabilities~~respectively.

~~The~~Pro ~~total~~forma ~~fair~~results ~~value of consideration paid in connection with the acquisition of Vayu consisted of the following~~ (~~in thousands~~unaudited):

The following pro forma information for the three months ended March 31, 2026 assumes the Diligent Acquisition occurred as of the beginning of the year immediately preceding the transaction. The pro forma information contains the actual operating results of the Company combined with the results of Diligent prior to acquisition dates, adjusted to reflect

Table of Contents

	Shares	Per Share		Total Consideration
Cash paid for outstanding shares of Vayu common and preferred stock, as adjusted for working capital				$	2,278
Company common shares issued to Vayu common and preferred stockholders	1,539,906	$	9.71	14,952
Company warrants issued to Vayu SAFE holder, Khosla Ventures	4,000,000	$	5.41	21,640
Replacement equity awards attributable to pre-combination service				734
				$39,604

the pro forma impact of the acquisitions occurring as of January 1, 2025. The pro forma adjustments primarily consist of $2.0 million to remove interest expense recorded on debt paid off at close and the addition of $1.7 million in transaction costs. This pro forma presentation does not include any impact of transaction synergies.

The ~~Company~~following ~~allocated~~table ~~the~~presents ~~fair value of~~ the ~~purchase~~unaudited ~~price~~pro ~~consideration~~forma toconsolidated ~~the~~revenue ~~tangible assets acquired~~ and ~~liabilities~~net ~~assumed,~~loss ~~based~~for onthe ~~estimated~~combined ~~fair~~company ~~values. The excess purchase price over those fair values is recorded~~ as ~~goodwill. The~~a ~~Company’s~~result ~~valuation assumptions~~ of acquired assets and assumed liabilities require significant estimates with respect to intangible assets. The acquired company’s intangible assets are comprised of developed technology. The estimated fair value of the ~~developed~~Diligent ~~technology~~Acquisition ~~was~~(in determined using the cost method, which estimates the value of an asset based on the current cost to replace or reproduce it, adjusted for physical deterioration, functional obsolescence, and economic factors. This method reflects the amount a market participant would need to invest to create an asset of comparable utility, considering current technology and development costs.thousands):

The total purchase consideration was approximately $39.60 million of cash, common stock, warrant, and replacement equity awards. The preliminary goodwill of $7.51 million arising from the acquisition is attributed to the expected synergies, including innovation synergies, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. The estimated fair value of the warrants was determined using the black-scholes model. The estimated fair value of the replacement equity awards attributable to pre-combination service was determined using the binomial lattice model.


	Three Months Ended March 31,
	2026		2025
Revenues	$	3,483	$	2,803
Net Loss	$	(50,630)	$	(20,102)

InThe ~~connection~~pro ~~with~~forma ~~Vayu~~information ~~Merger~~is ~~Agreement,~~presented ~~the~~for ~~Company~~informational ~~granted~~purposes ~~performance-based~~only ~~RSUs (“PRSUs”). 880,001 PRSUs were granted to certain employees~~ and ~~560,000~~is ~~PRSUs~~not ~~were~~necessarily ~~granted~~indicative ~~to certain shareholders. All PRSUs will vest or commence vesting upon achievement~~ of ~~a specified operational target (~~the ~~“Milestone”)~~results byof ~~December~~operations ~~31,~~that ~~2026~~actually ~~(the~~would ~~“Milestone~~have ~~Date”).~~been Inachieved ~~addition,~~had the ~~PRSUs~~Diligent ~~may~~Acquisition bebeen ~~subject~~consummated toas aof ~~continuous~~January 1, ~~service condition~~2025.

~~The Company recorded $1.28 million of acquisition related costs in the nine months ended September 30~~Vebu, ~~2025, representing professional fees and other direct acquisition costs~~Inc. ~~These costs are recorded within selling, general, and administrative expense in our unaudited condensed consolidated statements of operations.~~Acquisition

~~Certain~~On ~~data~~February ~~necessary~~17, to2026 ~~complete~~(the “Vebu Closing Date”), the ~~purchase~~Company ~~price~~completed ~~allocation~~its ~~remains~~acquisition ~~preliminary~~of Vebu, Inc. ~~The~~(“Vebu”), ~~Company~~which ~~expects~~specializes toin ~~complete~~developing advanced automation solutions and robotic systems that streamline food preparation and kitchen workflows across the ~~purchase~~food ~~price~~supply ~~allocation~~chain. ~~within~~Pursuant 12to ~~months~~the agreement and plan of merger (the ~~Vayu~~“Vebu ~~Closing~~Merger ~~Date~~Agreement”) dated February 5, at2026 ~~which~~entered ~~time~~into ~~the~~by ~~purchase~~and ~~price~~among ~~allocation~~Serve, ~~set~~Vebu ~~forth~~and ~~herein~~Serve ~~may~~Kitchen beRobotics ~~revised~~Inc., ~~Any~~a ~~such~~Delaware ~~revisions~~corporation orand ~~changes~~direct ~~may~~wholly beowned ~~material.~~subsidiary ~~The~~of the Company, ~~utilized~~and ~~widely~~James ~~accepted~~Buckly ~~income-based~~Jordan, ~~market-based~~an individual, ~~and~~solely ~~cost-based~~in ~~valuation~~his ~~approaches~~capacity toas ~~perform~~the representative of the ~~preliminary~~indemnifying ~~purchase~~securityholders ~~price~~(the ~~allocation.~~“Vebu Acquisition”).

~~The~~Pursuant ~~Company’s~~to ~~preliminary~~the ~~allocation~~terms of the ~~purchase~~Vebu ~~price~~Merger Agreement, ~~based~~the onaggregate consideration paid by the ~~estimated~~Company ~~fair~~to the Vebu stockholders at the closing of the Vebu Acquisition had an aggregate value of $3.7 million of cash, common stock, and earnout contingent consideration. The consideration includes $2.3 million paid in cash to satisfy the ~~assets~~net ~~acquired~~debt adjustment and ~~liabilities~~a ~~assumed~~potential asearnout which may be earned upon the achievement of certain milestones set forth in the ~~Vayu~~Vebu ~~Closing~~Merger ~~Date,~~Agreement. isAfter giving effect to such adjustments as ~~follows~~set (forth in ~~thousands):~~the Vebu Merger Agreement, the Company issued 147,445 shares of the Company’s common stock to the Vebu stockholders.

In addition, as set forth in the Vebu Merger Agreement, Vebu stockholders may be entitled to receive additional earnout consideration consisting of a number of shares of the Company’s common stock equal to 33% of the net proceeds generated during the earnout period, divided by the volume-weighted average price of the Company’s common stock over the earnout period (the “Earnout Consideration”). The Earnout Consideration is classified as a liability in accordance with ASC 480 because the Company is obligated to issue a variable number of shares. As of March 31, 2026, the fair value of the contingent consideration was deemed to be $5.0 thousand. The contingent consideration liability will be recognized at the point that the earnout is deemed probable. At the time it is recorded, it will be classified in the consolidated balance sheets based on the expected timing of settlement. Refer to Note 6 for information regarding the subsequent measurement of the contingent consideration liability at fair value.

The total preliminary fair value of consideration paid in connection with the acquisition of Vebu consisted of the following:


	Shares	Per Share		Total Consideration (in thousands)
Cash consideration paid for outstanding shares of Vebu common and preferred stock				$	2,305
Company common shares issuable to Vebu preferred stockholders	147,445	$	9.27	1,367
Fair value of contingent consideration issuable to Vebu preferred stockholders				5
Total purchase price consideration				$	3,677

At the closing, each outstanding share of Vebu common stock and preferred stock was automatically cancelled and converted into the right to receive shares of the Company’s common stock, (including any escrow releases and earnout

Table of Contents

	Preliminary: August 15, 2025
Total purchase price consideration	39,604
Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502
Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Total identifiable liabilities assumed	(410)
Fair value of identifiable assets, net of identifiable liabilities assumed	$	32,092
Goodwill	$	7,512

consideration), as set forth in the Vebu Merger Agreement. Each restricted stock unit held by a continuing employee immediately prior to the closing was assumed and converted by the Company into a Company RSU on a 1:1 basis and on substantially identical terms and conditions. The Company assumed 500,000 restricted stock units held by continuing employees of Vebu.

The ~~following~~Company ~~table~~allocated ~~summarizes~~the fair value of the ~~preliminary~~purchase price consideration to the tangible assets acquired and liabilities assumed, based on estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The Company’s valuation assumptions of ~~the~~acquired ~~identified~~assets and assumed liabilities require significant estimates with respect to intangible assets. The acquired ~~(in~~company’s ~~thousands):~~intangible asset is comprised of developed technology. The estimated fair value of the developed technology was determined using the relief from royalty method under the income-based approach. This method estimates the fair value of the subject intangible asset based on the present value of royalty payments that would be paid if the subject intangible asset was not owned but accessed through a license agreement.

Intangible Assets			Useful life (in years)			Preliminary fair value at acquisition
Developed technology			5			$	32,439

The preliminary goodwill of $2.0 million arising from the acquisition is attributed to the expected synergies, including innovation synergies, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

Certain data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of the Vebu Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

Table of Contents

4.The ~~GOODWILL~~Company’s ~~AND~~preliminary ~~INTANGIBLE~~allocation ~~ASSETS~~of the purchase price, ~~NET~~based on the estimated fair value of the assets acquired and liabilities assumed as of the Vebu Closing Date, is as follows (in thousands):

The changes in the carrying amount of goodwill during the nine months ended September 30, 2025 were as follows (in thousands):


	February 17, 2026
Total purchase price consideration	$	3,677

Assets acquired:
Cash and cash equivalents	396
Accounts receivable	140
Prepaid expenses	133
Property and equipment	42
Intangible assets	1,030
Operating lease right-of-use assets	62
Other assets	226
Total identified assets acquired	2,029

Liabilities assumed:
Accounts payable	(240)
Accrued liabilities	(69)
Operating lease liabilities	(64)
Total identified liabilities	(373)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,656
Goodwill	$	2,021

	Total
Balance as of December 31, 2024	$	—
Acquisitions	11,839
Balance as of September 30, 2025	$	11,839

The following table sets forth the preliminary components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years):

Goodwill represents the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses.


	Weighted Average Useful Life	February 17, 2026
Developed technology	6	$	1,030

~~Intangible~~The ~~assets,~~Company ~~net~~recorded ~~consisted~~$0.4 million of acquisition related costs in the ~~following~~three asmonths ofended ~~September~~March 3031, ~~2025~~2026, (representing professional fees and other direct acquisition costs. These costs are recorded within general and administrative expense in ~~thousands):~~our unaudited condensed consolidated statements of operations.

	Weighted-Average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.1	$	33,419	$	927	$	32,492
Customer relationships	24.5	255		5		250
Trade names	9.5	135		6		129
Balance as of September 30, 2025		$	33,809	$	938	$	32,871

Fiscal 2025 Acquisitions

~~Amortization~~Voysys ~~expense~~AB related to intangible assets was $915 thousand and zero for the three months ended September 30, 2025 and 2024, respectively, and $938 thousand and zero for the nine months ended September 30, 2025 and 2024, respectively.Acquisition

~~The~~On ~~technology~~April ~~intangible~~1, ~~assets~~2025, ~~are~~(the ~~being~~“Voysys ~~amortized~~Closing ~~over~~Date”), ~~five~~the toCompany 15acquired ~~years~~from Phantom Auto Inc., ~~customer~~a ~~relationships~~Delaware ~~over~~corporation 25(“Phantom”) ~~years~~(i) all of the issued and outstanding equity of Voysys AB, a limited liability company duly incorporated and ~~trade~~organized ~~names~~under ~~over~~the 10laws ~~years~~of Sweden (“Voysys”) and (ii) certain intellectual property, including registered patents, of Phantom. The acquisition was accounted for under the acquisition method of accounting. Voysys is a Swedish pioneer in ultra-low latency video streaming, connectivity, and teleoperation technology. The Company’s acquisition of Voysys enhances Serve’s technology stack to support its rapidly growing fleet of autonomous delivery robots.

The ~~estimated~~Company ~~future~~allocated ~~amortization~~the ~~expense~~fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets asacquired, based on their estimated fair values. The excess of ~~September 30,~~the ~~2025~~purchase price over those fair values is recorded as ~~follows~~goodwill. ~~(in~~The ~~thousands):~~Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates,

Year Ending December 31,	Amortization Expense
Remainder of 2025	$	1,644
2026	6,577
2027	6,577
2028	6,577
2029	6,577
Thereafter	4,919
Total estimated future amortization expense	$	32,871

5. FAIR VALUE MEASUREMENTS

Assets Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s cash equivalents and short-term marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2025 (in thousands):

Table of Contents

	Fair Value Measurementsas of September 30, 2025:
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,004		—		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	—		20,037		—		20,037
Commercial paper	—		34,090		—		34,090
Corporate notes/bonds	—		32,548		—		32,548
U.S. Treasury securities	—		6,933		—		6,933
Total	$	94,260	$	93,608	$	—	$	187,868

particularly for intangible assets. The acquired company’s intangible assets consist of customer relationships, trade name, and developed technology. The estimated fair value of customer relationships, trade name, and developed technology were determined using the multi-period excess earnings method and the relief from royalty method. Both methods require forward-looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group, which could be affected by future economic and market conditions. The estimated fair value of the developed technology is also dependent on the selection of the royalty rate used in the valuation method.

~~There~~The ~~were~~total nopurchase ~~Level~~consideration 1,was 2approximately or$5.7 3million ~~assets~~in orcash ~~liabilities~~consideration. asThe goodwill of ~~December 31~~$4.3 million arising from the acquisition is attributed to the expected synergies, ~~2024~~including future cost savings, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

The ~~fair value of the~~ Company’s ~~Level~~allocation 1of ~~financial~~the ~~instruments~~purchase isprice, based on ~~quoted~~the ~~market~~estimated ~~prices for identical instruments in active markets. The~~ fair value of the ~~Company’s~~assets ~~Level~~acquired 2and ~~fixed~~liabilities ~~income~~assumed ~~securities~~as isof ~~obtained~~the ~~from~~Voysys ~~independent~~Closing ~~pricing services~~Date, ~~which~~is ~~may~~as ~~use~~follows ~~quoted market prices for identical or comparable instruments~~ (in ~~less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.~~thousands):

Assets Measured at Fair Value on a Non-Recurring Basis


	April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745

Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets, net	1,370
Total identifiable assets acquired	1,571

Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327

~~Derivative~~The ~~Liability~~following table sets forth the components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years):

In connection with the issuance of the Company’s convertible notes, the Company recorded a derivative liability (see Note 8). The estimated fair value of the derivative liability was recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.


Intangible Assets	Weighted Average Useful Life	April 1, 2025
Developed technology	15	$	980
Customer relationships	25	255
Trade names	10	135
Total fair value of intangible assets		$	1,370

~~The~~Acquisition ~~fair~~related ~~value~~costs ofrepresent ~~the~~costs ~~derivative~~incurred ~~liability~~for ~~was~~professional ~~valued~~fees ~~using~~and aother ~~probability-weighted~~direct ~~scenario~~acquisition ~~analysis~~costs. ~~utilizing~~These ~~the~~costs ~~terms~~are ofrecorded ~~the~~within ~~notes~~general ~~under~~and ~~the~~administrative ~~with-or-without~~expense ~~method.~~in ~~The~~our ~~Company~~unaudited ~~determined~~condensed aconsolidated ~~100%~~statements ~~probability~~ of ~~conversion~~operations. ~~into~~In ~~equity~~connection aswith the ~~notes~~acquisition ~~were converted into shares~~ of Voysys, the Company’s ~~common~~recorded ~~stock~~zero ~~upon~~acquisition-related costs in the ~~Offering~~three inmonths ~~April~~ended ~~2024~~March 31, 2026.

Upon the consummation of the Offering in April 2024, all the convertible notes, including principal and accrued interest, were converted into 2,104,562 shares of the Company’s common stock. Accordingly, the related derivative liability was converted into additional paid-in capital.

6. MARKETABLE SECURITIES

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in thousands):

Table of Contents

	September 30, 2025
	Cost or Amortized Cost		Unrealized				Estimated Fair Value
			Gains		Losses
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,000		4		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	20,000		37		—		20,037
Commercial paper	34,077		13		—		34,090
Corporate notes/bonds	32,536		12		—		32,548
U.S. Treasury securities	6,934		—		(1)		6,933
Total	$	187,803	$	66	$	(1)	$	187,868

Vayu Acquisition

~~For~~On ~~marketable~~August ~~securities~~14, ~~with~~2025 ~~unrealized~~(the ~~loss~~“Vayu ~~positions~~Closing Date”), the Company ~~does~~entered ~~not~~into ~~intend~~an toAgreement ~~sell~~and ~~these~~Plan ~~securities,~~of Merger by and itamong isthe ~~more~~Company, ~~likely~~Valencia ~~than~~Merger ~~not~~Sub ~~that~~I Inc., a Delaware corporation and the Company’s ~~will~~direct ~~hold~~wholly-owned ~~these~~subsidiary ~~securities~~(“Valencia ~~until~~Merger ~~maturity~~Sub orI”), Valencia Merger Sub II LLC, a ~~recovery~~Delaware oflimited ~~the~~liability ~~cost~~company ~~basis.~~and Nothe ~~allowance~~Company’s ~~for~~direct ~~credit~~wholly-owned ~~losses~~subsidiary ~~was~~(“Valencia ~~recorded~~Merger ~~for~~Sub ~~these~~II”), ~~securities~~Vayu asand certain of ~~September 30,~~Vayu’s ~~2025~~securityholders (the “Vayu Merger Agreement”).

7Pursuant to the Vayu Merger Agreement, on August 15, 2025, (i) Valencia Merger Sub I merged with and into Vayu, with Vayu surviving as a direct wholly-owned subsidiary of the Company and (ii) Vayu subsequently merged with and into Valencia Merger Sub II, with Valencia Merger Sub II surviving the merger. ~~PROPERTY~~In ~~AND~~connection ~~EQUIPMENT~~with the closing of the transactions contemplated by the Vayu Merger Agreement, ~~NET~~the Company acquired all of the issued and outstanding equity of Vayu, which was accounted for under the acquisition method of accounting. Vayu is a pioneer in urban robot navigation using large-scale AI models, and the Company’s acquisition of Vayu supports the adoption of advanced AI-driven autonomy by integrating Vayu’s foundation model technology and simulation capabilities.

The ~~following~~total isfair avalue ~~summary~~ of ~~property~~consideration ~~and~~paid ~~equipment,~~in ~~net~~connection ~~(in~~with ~~thousands)~~the acquisition of Vayu consisted of the following:

	September 30,2025		December 31,2024
	Shares		Per Share		Total Consideration (in thousands)
Office equipment	$	375	$	332
Cash paid for outstanding shares of Vayu common and preferred stock					$	1,875
Leasehold improvement	66		—
Net working capital adjustment					310
Robot assets	26,764		4,610
Company common shares issuable to Vayu common and preferred stockholders	1,539,906		$	9.71	14,952
Construction-in-progress	5,791		7,826
Company warrants issued to Vayu SAFE holder, Khosla Ventures	4,000,000		$	5.41	21,640
Tooling	2,111		1,799
Replacement equity awards attributable to pre-combination service	—		—		734
Total	35,107		14,567
Total purchase price consideration					$	39,511
Less: accumulated depreciation	(5,050)		(2,604)
Property and equipment, net	$	30,057	$	11,963

~~Depreciation~~The ~~expense~~Company ~~was~~allocated $1the fair value of the purchase price consideration to the tangible assets acquired and liabilities assumed, based on estimated fair values.1 ~~million~~The excess purchase price over those fair values is recorded as goodwill. The Company’s valuation assumptions of acquired assets and $9assumed ~~thousand~~liabilities ~~for~~require significant estimates with respect to intangible assets. The acquired company’s intangible assets are comprised of developed technology. The estimated fair value of the ~~three~~developed ~~months~~technology ~~ended~~was ~~September~~determined 30using the cost method, ~~2025~~which ~~and~~estimates ~~2024~~the value of an asset based on the current cost to replace or reproduce it, ~~respectively~~adjusted for physical deterioration, functional obsolescence, and $2economic factors.4 ~~million~~This ~~and~~method ~~$37~~reflects ~~thousand~~the ~~for~~amount ~~the~~a ~~nine~~market ~~months~~participant ~~ended~~would ~~September~~need 30to invest to create an asset of comparable utility, ~~2025~~considering current technology and ~~2024,~~development ~~respectively~~costs.

8The total purchase consideration was approximately $39.5 ~~NOTE~~million ~~PAYABLE~~of cash, common stock, warrant, and replacement equity awards. The goodwill of $11.2 million arising from the acquisition is attributed to the expected synergies, including innovation synergies, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. The estimated fair value of the warrants was determined using the Black-Scholes model. The estimated fair value of the replacement equity awards attributable to pre-combination service was determined using the binomial lattice model.

~~Note~~In ~~Payable~~connection –with ~~Related~~the ~~Party~~Vayu Merger Agreement, the Company granted performance-based RSUs (“PRSUs”). 880,001 PRSUs were granted to certain employees and 560,000 PRSUs were granted to certain shareholders. All PRSUs will vest or commence vesting upon achievement of a specified operational target (the “Milestone”) by December 31, 2026 (the “Milestone Date”). In addition, the PRSUs may be subject to a continuous service condition.

InCertain ~~December~~data ~~2023,~~necessary to complete the ~~Company~~purchase ~~issued~~price aallocation ~~senior~~remains ~~secured~~preliminary. ~~promissory~~The ~~note~~Company expects to ~~its~~complete ~~Chief~~the ~~Executive~~purchase ~~Officer~~price ~~for~~allocation within 12 months of the Vayu Closing Date, at which ~~Serve~~time ~~received~~the ~~$70~~purchase ~~thousand~~price inallocation ~~proceeds~~set forth herein may be revised. The ~~note~~Company ~~bore~~does ~~interest~~not atexpect ~~7.67%~~these ~~per~~revisions ~~annum~~to be material. The ~~note~~Company ~~was~~utilized ~~fully~~widely ~~repaid~~accepted onincome-based, ~~January 3~~market-based, ~~2024~~and cost-based valuation approaches to perform the preliminary purchase price allocation.

January 2024 Convertible Note Payable

At various dates in January 2024, the Company issued to certain accredited investors convertible promissory notes in an aggregate amount of $5.0 million, for which the Company received $4.8 million in net proceeds (the “January Notes”). As a result, the Company incurred fees of $170 thousand which was recorded as a debt discount. The January Notes bore interest at a rate of 6.00% per year, compounded annually, and were due and payable upon request by each investor on or after the 12-month anniversary of the original issuance date of each note. The Company could not prepay or repay the

Table of Contents

~~January Notes in cash without the consent of the investors.~~ The ~~January Notes were to convert upon a qualified offering into the~~ Company’s ~~common~~preliminary ~~stock~~allocation ~~at the lesser~~ of the purchase price, ~~paid~~based ~~per~~on ~~share multiplied by 75% or~~ the ~~quotient~~estimated ~~resulting~~fair ~~from~~value ~~dividing $80.0 million by the outstanding shares~~ of the ~~Company’s~~assets ~~common~~acquired ~~stock~~and onliabilities aassumed ~~fully~~as ~~diluted basis prior to the financing (the “Conversion Price”). Upon the closing~~ of the ~~Offering~~Vayu inClosing ~~April 2024~~Date, ~~the~~is ~~January~~as ~~Notes,~~follows ~~including~~(in ~~accrued interest, were converted into 2,104,562 shares of the Company’s common stock at a conversion price of $2.42 per share.~~thousands):

The Company evaluated the terms of the conversion features of the January Notes as noted above in accordance with ASC 815-40 – Derivatives and Hedging – Contracts in Entity’s Own Stock, and determined they are not indexed to the Company’s common stock and that the conversion feature, which is akin to a redemption feature, meets the definition of a liability. The January Notes contain an indeterminate number of shares to settle with conversion options outside of the Company’s control. Therefore, the Company bifurcated the conversion feature and accounted for it as a separate derivative liability. Upon issuance of the January Notes, the Company recognized a derivative liability at a fair value of $1.5 million, which was recorded as a debt discount and was amortized over the life of the January Notes. Upon the closing of the Offering, the derivative liability had a fair value of $1.7 million, which was reclassified to additional paid-in capital in connection with the conversion of the underlying the January Notes.


	August 15, 2025
Total purchase price consideration	$	39,511

Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502

Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Deferred tax liability	(3,784)
Total identifiable liabilities assumed	(4,194)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	28,308
Goodwill	$	11,203

~~During~~The ~~the~~following ~~three~~table ~~and~~sets ~~nine~~forth ~~months ended September 30, 2025,~~ the ~~Company~~preliminary ~~incurred~~components noof ~~interest~~intangible ~~expense~~assets oracquired ~~aggregate~~(in ~~debt~~thousands) ~~discount~~and ~~pertaining~~their toestimated ~~the~~useful ~~January~~life ~~Notes,~~as ~~all~~ of ~~which~~the ~~were~~date ~~converted into shares~~ of ~~the~~acquisition ~~Company’s common stock~~ (in ~~April~~years): ~~2024.~~

Upon the closing of the Offering in April 2024, the outstanding principal and accrued interest of the January Notes converted into 2,104,562 shares of the Company’s common stock. Accordingly, the related derivative liability was recorded into additional paid-in capital.


	Weighted Average Useful Life	August 15, 2025
Developed technology	5	$	32,439

InThe ~~connection with the issuance of the January Notes, the~~ Company ~~granted~~recorded to$245.0 ~~the~~thousand ~~placement agent warrants (the “Convertible Promissory Notes Offering Warrants”) to purchase shares~~ of ~~the~~acquisition ~~Company’s~~related ~~common~~costs ~~stock~~in ~~equal to 10% of~~ the ~~number~~three ofmonths ~~shares~~ended of the Company’s common stock into which the January Notes sold to investors introduced by the placement agent were initially convertible. The Convertible Promissory Notes Offering Warrants are exercisable at the same price as the Conversion Price. Upon the closing of the OfferingMarch 31, ~~the Company issued the Convertible Promissory Notes Offering Warrants to purchase up to 63~~2026,~~479~~ ~~shares~~representing ofprofessional ~~the~~fees ~~Company’s~~and ~~common~~other ~~stock~~direct atacquisition ~~an exercise price of $2~~costs.42 ~~per~~These ~~share.~~costs ~~The~~are ~~Convertible~~recorded ~~Promissory~~within ~~Notes~~general ~~Offering Warrants expire on April 17, 2029~~ and ~~include~~administrative ~~customary~~expense ~~anti-dilution~~in ~~provisions.~~our Asunaudited ofcondensed ~~September 30,~~consolidated ~~2025,~~statements ~~63,479~~ of ~~63,479 warrants have been exercised into shares of the Company’s common stock~~operations.

9. STOCKHOLDERS’ EQUITY (DEFICIT)

Each share of the Company’s common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors (the “Board”).

The Company is authorized to issue 10,000,000 and 300,000,000 shares of preferred stock, par value $0.0001 per share, and common stock, par value $0.0001 per share, respectively.

Dividend Rights

Subject to applicable law and the rights and preferences, if any, of any holders of any outstanding series of preferred stock, the holders of the Company’s common stock are entitled to receive dividends if our Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine, payable either in cash, in property or in shares of capital stock.

Transactions

In April 2024, the Company issued 10,000,000 shares of the Company’s common stock for gross proceeds of $40.0 million, or $4.00 per share, pursuant to the Offering. In connection with the Offering, the Company incurred $4.2 million in offering costs. In connection with the Offering, the Company issued to the underwriter warrants to purchase 500,000 shares of the Company’s common stock (the “Representative’s Warrant”). The Representative’s Warrant is exercisable at a per share exercise price equal to $5.00 and became exercisable at any time and from time to time, in whole or in part, on October 14, 2024. The Representative’s Warrant expires on April 17, 2029. As of September 30, 2025, the Representative’s Warrant has been fully exercised into shares of the Company’s common stock.

Table of Contents

~~Upon~~5. ~~the~~GOODWILL ~~closing~~AND ofINTANGIBLE ~~the Offering~~ASSETS, ~~the January Notes converted into 2,104,562 shares of the Company’s common stock based upon a conversion price of $2.42 per share.~~ NET

OnGoodwill ~~July~~represents ~~23, 2024,~~ the ~~Company~~excess ~~entered into a Securities Purchase Agreement (the “July Purchase Agreement”) with a certain accredited and institutional investor for a private placement offering~~ of ~~pre-funded warrants (~~the ~~“July~~cost ~~Pre-Funded~~over ~~Warrants”) to purchase shares of~~ the ~~Company’s~~net ~~common~~tangible ~~stock~~ and ~~warrants~~identifiable ~~exercisable~~intangible ~~for~~assets ~~shares~~ of ~~the~~acquired ~~Company’s common stock (the “July Investor Warrants”)~~businesses. Pursuant to the July Purchase Agreement, the Company sold 2,500,000 July Pre-Funded Warrants, with each July Pre-Funded Warrant exercisable for one share of the Company’s common stock, together with July Investor Warrants to purchase up to 2,500,000 shares of the Company’s common stock. Each July Pre-Funded Warrant and accompanying July Investor Warrant were sold together at a combined offering price of $5.9999. As of September 30, 2025, the July Pre-Funded Warrants and July Investor Warrants have been fully exercised into shares of the Company’s common stock. The Company received net proceeds of $13.7 million pursuant to the July Purchase Agreement.

OnThe ~~August~~changes ~~27,~~in ~~2024,~~ the ~~Company~~carrying ~~entered~~amount ~~into a Securities Purchase Agreement (the “August Purchase Agreement”) with a certain accredited and institutional investor for a private placement offering~~ of ~~pre-funded~~goodwill ~~warrants~~during (the ~~“August~~three ~~Pre-Funded~~months ~~Warrants”)~~ended toMarch ~~purchase shares of the Company’s common stock and warrants exercisable for shares of the Company’s common stock (the “August Investor Warrants”). Pursuant to the August Purchase Agreement~~31, ~~the~~2026 Company sold 555,555 August Pre-Funded Warrants, exercisable for one share of the Company’s common stock, together with the August Investor Warrants to purchase up to 555,555 shares of the Company’s common stock. Each August Pre-Funded Warrant and accompanying August Investor Warrant were ~~sold~~as ~~together~~follows ~~at a combined offering price of $8.9999. In connection with the transaction, July Investor Warrants were exercised~~ (in full for 2,500,000 shares of the Company’s common stock. In consideration for the immediate exercise in full of the existing warrants, the exercising holder received new warrants (the “August Exchange Warrants”thousands) to purchase 2,200,000 shares of the Company’s common stock with an exercise price of $10.00 per share. As of September 30, 2025, the August Pre-Funded Warrants and August Investor Warrants have been fully exercised into shares of the Company’s common stock, and 1,200,000 out of 2,200,000 of the August Exchange Warrants have been exercised into shares of the Company’s common stock The Company received net proceeds of $18.6 million pursuant to the August Purchase Agreement.:

On January 7, 2025, the Company entered into a securities purchase agreement with a certain institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share (the “January 2025 Registered Direct Offering”). The gross proceeds to the Company from the January 2025 Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.


	Total
Balance as of December 31, 2025	$	15,530
Acquisitions	12,468
Balance as of March 31, 2026	$	27,998

OnIdentifiable ~~August~~intangible ~~15,~~assets ~~2025,~~acquired ~~the~~in ~~Company~~business ~~entered~~combinations ~~into~~are ~~the~~recorded ~~Vayu~~based ~~Merger~~upon ~~Agreement.~~fair ~~The~~value ~~Company~~at ~~issued initial upfront consideration of 1,696,069 shares of its common stock, which is subject to customary purchase price adjustments. Additionally,~~ the ~~Company~~date ~~granted future earnout consideration consisting~~ of ~~up to 560,000 shares of common stock, contingent on the achievement of certain performance milestones~~acquisition. ~~The~~Carrying ~~Company~~values ~~also~~are ~~issued~~adjusted ~~warrants~~ to ~~purchase~~reflect ~~4,000,000 shares of common stock, with an exercise price of $10.36 per share (which amount is equal to~~ the ~~10-day~~impacts ~~volume weighted average price~~ of ~~the~~foreign ~~Company’s common stock prior to the closing of the transaction), issued to a certain Vayu securityholder~~currency. ~~As of September 30, 2025, 1,539,906 out of the 6,256,069 shares have been issued and are outstanding related to the deal consideration.~~

~~Restricted~~Intangible ~~Common~~assets, ~~Stock~~net ~~and~~consisted ~~Restricted~~of ~~Stock~~the ~~Units~~following as of March 31, 2026 (in thousands):

During 2023, the Company issued 338,121 shares of restricted common stock for recourse notes totaling $164 thousand. The shares were issued with a corresponding note receivable, a recourse loan that was collateralized by the underlying shares. The Company planned to enforce the recourse terms for the holders. As such, in accordance with ASC 505-10-45-2, the Company recognized a subscription receivable of $166 thousand, inclusive of interest on the note, which was included as a contra-equity on the consolidated balance sheets. The Company recorded a corresponding restricted stock award liability of $163 thousand for the potential settlement if the call right for the shares of restricted common stock is exercised and unvested shares repurchased. The Company reduced the liability and increased additional paid-in capital for the value of the note associated with vested shares no longer subject to the call right. In June 2024, the Company forgave one recourse loan, and due to the lack of enforcement, the remaining loans were deemed non-recourse. Accordingly, the Company extinguished restricted stock award liability and the related subscription receivable related to loans previously classified as recourse loans. In accordance with ASC 718, these actions were deemed award modifications. The Company recognized $204 thousand in stock-based compensation related to the incremental value of the award and an additional $12 thousand related to the change in classification; all of which was included in general and administrative expense in the consolidated statements of operations.


	Weighted-Average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	4.8	$	39,749	$	4,279	$	35,470
Customer relationships	24.0	255		10		245
Trade names	4.7	835		42		793
Balance as of March 31, 2026		$	40,839	$	4,331	$	36,508

Developed technology intangible assets are being amortized over 5 to 15 years. Customer relationships are being amortized over 25 years. Trade name intangible assets are being amortized over 4 to 10 years.

Amortization expense associated with intangible assets was $1.8 million for the three months ended March 31, 2026. No amortization expense associated with intangible assets was recognized during the three months ended March 31, 2025.

The estimated future amortization expense of intangible assets as of March 31, 2026 is as follows (in thousands):


Year Ending December 31,	Amortization Expense
Remainder of 2026	$	5,855
2027	7,807
2028	7,807
2029	7,807
2030	5,754
Thereafter	1,478
Total estimated future amortization expense	$	36,508

Table of Contents

As6. ofFAIR ~~September 30,~~VALUE ~~2025, there were 50,178 shares of the Company’s common stock issued, that are subject to the non-recourse note and deemed not outstanding.~~ MEASUREMENTS

InAssets ~~connection~~Measured ~~with~~at ~~the~~Fair ~~transactions~~Value ~~contemplated~~on ~~by the Vayu Merger Agreement (“Vayu Acquisition”), in August 2025, the Company granted 493,970 RSUs to certain employees as~~ a ~~retention~~Recurring equity award (“Retention RSUs”). The Retention RSUs vest over 4 years from the date of the consummation of the Vayu Acquisition with 25% of the Retention RSUs vesting on first anniversary of the grant date.Basis

~~During~~The ~~the~~following ~~nine~~tables ~~months~~set ~~ended~~forth ~~September 30, 2025,~~ the Company’s ~~issued~~cash ~~3,562,125~~equivalents ofand ~~restricted~~marketable ~~stock~~securities ~~units~~that ~~(“RSUs”)~~were ~~with~~measured ~~vesting~~at ~~periods~~fair ~~ranging~~value ~~one~~on ~~month~~a torecurring ~~four~~basis ~~years.~~by Aslevel ofwithin ~~September 30,~~the ~~2025,~~fair ~~1,759,877~~value ~~RSUs~~hierarchy ~~vested~~as ~~and~~of 7December 31,~~544,402~~ ~~RSUs~~2025 ~~remained outstanding~~ and ~~will~~March 31, ~~vest~~2026 ~~over~~(in ~~approximately~~thousands): ~~3.15 years.~~

During the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $6.60 million and $1.00 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $14.46 million and $1.92 million, respectively.


	Fair Value Measurements as of December 31, 2025:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	86,714	$	—	$	—	$	86,714
Commercial paper	—		3,995		—		3,995
Corporate bonds	—		—		—		—
Short-term marketable securities
Certificates of deposit	—		40,182		—		40,182
Commercial paper	—		35,814		—		35,814
Corporate notes/bonds	—		47,928		—		47,928
U.S. Government agencies	—		1,251		—		1,251
U.S. Treasury securities	—		1,995		—		1,995
Long-term marketable securities
Corporate notes/bonds	—		20,341		—		20,341
U.S. Government agencies	—		6,003		—		6,003
Total fair value of assets	$	86,714	$	157,509	$	—	$	244,223

The following table summarizes restricted common stock and RSU activity for the nine months ended September 30, 2025:


	Fair Value Measurements as of March 31, 2026:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	25,606	$	—	$	—	$	25,606
Commercial paper	—		—		—		—
Corporate bonds	—		1,454		—		1,454
Short-term marketable securities
Certificates of deposit	—		25,000		—		25,000
Commercial paper	—		28,540		—		28,540
Corporate notes/bonds	—		83,571		—		83,571
U.S. Government agencies	—		3,253		—		3,253
U.S. Treasury securities	—		—		—		—
Long-term marketable securities
Corporate notes/bonds	—		8,930		—		8,930
U.S. Government agencies	—		1,000		—		1,000
Total fair value of assets	$	25,606	$	151,748	$	—	$	177,354

	Restricted Common Stock			Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested as of December 31, 2024	996,799	$	0.38	5,362,326	$	7.49
Granted	-	-		3,562,125	10.45
Assumed in Vayu Acquisition	-	-		493,970	9.71
Vested	(539,915)	0.01		(1,759,877)	6.64
Forfeited	(50,946)	-		(114,142)	9.43
Nonvested as of September 30, 2025	405,938	$	0.06	7,544,402	$	8.93

The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from independent pricing services, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.

Performance-Based Restricted Stock Units

In August 2025, the Company granted PRSUs. The PRSUs will vest or commence vesting upon achievement of the Milestone by the Milestone Date. In addition, the PRSUs may also subject to a continuous service condition. On the Milestone Date, approximately 66% of the PRSUs will vest, and the remaining 34% of PRSUs will vest over 2.5 years following the Milestone Date. The total grant date fair value of the PRSUs was $13.98 million, which is expected to be recognized at a point in time when achievement of the Milestone is considered probable, using management's best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the performance conditions.

As of September 30, 2025, the components that comprise the Milestone have not been fully established, and therefore, probability is unable to be reasonably determined. Thus, the Company does not consider the achievement of the Milestone to be probable as of September 30, 2025. Accordingly, as of September 30, 2025, the Company does not recognize stock-based compensation expense, as defined by ASC 718. As of September 30, 2025, 1,440,001 shares of the PRSUs were unvested and outstanding.

The Company will reassess the probability and re-measure the compensation expense associated with the performance-based RSUs at each reporting date.

A summary of the Company’s PRSU activity for the nine months ended September 30, 2025 is as follows:

Table of Contents

	Performance-Based Restricted Stock
	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2024	-	$	-
Granted	1,440,001	$	9.71
Nonvested as of September 30, 2025	1,440,001	$	9.71

Liabilities Measured at Fair Value on a Recurring Basis

~~Warrants~~As discussed in Note 4, the Company entered into a contingent consideration arrangement in connection with its acquisition of Vebu, in which the Company will make additional payments to the Vebu stockholders based on achievement of certain milestones. In addition, the Company awarded a certain employee with a compensation arrangement in which the employee is eligible to receive a variable number of shares based on specified performance metrics. Both arrangements are liability-classified arrangements and are accounted for in accordance with ASC 480.

The ~~following~~fair value of the liability classified arrangements are determined using a Monte Carlo simulation which uses Level 3 unobservable inputs. These liability-classified arrangements are carried at fair value which is estimated by applying a ~~summary~~probability-based model utilizing inputs based on timing of ~~warrants~~achievement ~~for~~that were unobservable in the ~~nine~~market. ~~months~~Actual ~~ended~~results ~~September~~may ~~30,~~differ ~~2025:~~from the projected results and could have a significant impact on the estimated fair value of the contingent consideration. Changes in fair value are recorded in other income in the unaudited condensed consolidated statements of operations and comprehensive loss.

	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2024	3,340,011	$	6.56
Granted	4,000,000	10.36
Exercised	(2,260,717)	5.12
Forfeited	—	—
Outstanding as of September 30, 2025	5,079,294	$	10.18
Exercisable as of September 30, 2025	5,079,294	$	10.18

The most significant unobservable inputs used to determine the fair value of the liability-classified contingent considerations relate to the revenue growth rate (3.0%), discount rate (28.0%) and the market price of risk adjustment (4.0%). As of March 31, 2026, the fair value of the Company’s Level 3 liabilities was immaterial.

~~The weighted-average remaining term of the warrants outstanding was~~ 7.44 ~~years~~MARKETABLE ~~as of September 30, 2025.~~SECURITIES

~~Magna~~The ~~Warrant~~following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities as of December 31, 2025 and March 31, 2026 (in thousands):

On February 1, 2024, Serve entered into a Master Services Agreement (the “MSA”) with Magna, retroactively effective as of January 15, 2024.


	December 31, 2025
	Cost or Amortized Cost		Unrealized				Estimated Fair Value
			Gains		Losses
Cash equivalents
Money market funds	$	86,714	$	—	$	—	$	86,714
Commercial paper	3,995		—		—		3,995
Corporate bonds	—		—		—		—
Short-term marketable securities
Certificates of deposit	40,001		181		—		40,182
Commercial paper	35,814		—		—		35,814
Corporate notes/bonds	47,912		16		—		47,928
U.S. Government agencies	1,251		—		—		1,251
U.S. Treasury securities	1,994		1		—		1,995
Long-term marketable securities
Corporate notes/bonds	20,348		—		(7)		20,341
U.S. Government agencies	6,005		—		(2)		6,003
Total	$	244,034	$	198	$	(9)	$	244,223

In connection with the strategic partnership with Magna, on February 7, 2024, the Company issued to Magna a warrant (the “Magna Warrant”) to purchase up to 2,145,000 shares of the Company’s common stock (the “Magna Warrant Shares”), subject to at an exercise price of $0.01 per share. The Magna Warrant was issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles.

The Magna Warrant is exercisable in two equal tranches: (i) the first tranche became exercisable in May 2024; and (ii) the second tranche became exercisable in December 2024. As of June 30, 2025, the Magna Warrant has been fully exercised into shares of the Company’s common stock. All warrants were fully vested and the Company recognized $8.6 million in stock-based compensation expense pertaining to these warrants as of December 31, 2024, based on the vesting conditions noted above. The Company recorded the expense to research and development expense in the consolidated statements of operations for the year ended December 31, 2024.

KV Warrants

In accordance with the terms of the Vayu Merger Agreement, upon the closing of the transaction, the Company also issued 4,000,000 warrants to a certain Vayu securityholder (the “Warrants”). Each Warrant entitles the holder to purchase one share of the Company’s common stock, subject to adjustment thereunder, at an exercise price of $10.36 per share (which amount is equal to the 10-day volume weighted average price of the common stock prior to the closing of the transaction). The Warrants contain customary terms and are exercisable at any time on or after August 15, 2029, and terminate on August 15, 2031. The Warrants were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

Table of Contents

At-the-Market Offerings


	March 31, 2026
	Cost or Amortized Cost		Unrealized				Estimated Fair Value
			Gains		Losses
Cash equivalents
Money market funds	$	25,606	$	—	$	—	$	25,606
Commercial paper	—		—		—		—
Corporate bonds	1,454		—		—		1,454
Short-term marketable securities
Certificates of deposit	25,000		—		—		25,000
Commercial paper	28,563		—		(23)		28,540
Corporate notes/bonds	83,705		—		(134)		83,571
U.S. Government agencies	3,252		1		—		3,253
U.S. Treasury securities	—		—		—		—
Long-term marketable securities
Corporate notes/bonds	8,945		—		(15)		8,930
U.S. Government agencies	1,001		—		(1)		1,000
Total	$	177,526	$	1	$	(173)	$	177,354

OnFor ~~November 7,~~marketable ~~2024,~~securities ~~the Company entered into an Equity Distribution Agreement (the “2024 Distribution Agreement”)~~ with ~~Northland~~unrealized ~~Securities,~~loss ~~Inc.~~positions, ~~B. Riley Securities, Inc. and Ladenburg Thalmann & Co. Inc. (collectively,~~ the ~~“2024 ATM Agents”) under which the~~ Company ~~may~~does ~~offer~~not ~~and~~intend ~~sell, from time~~ to ~~time~~sell inthese ~~its sole discretion~~securities, ~~shares~~and ofit ~~the~~is ~~Company’s~~more ~~common~~likely ~~stock,~~than ~~with~~not ~~aggregate~~that ~~gross sales proceeds of up to $100,000,000 through an “at~~ the ~~market” equity offering program. Under the 2024 Distribution Agreement, the~~ Company will ~~set~~hold ~~the~~these ~~parameters~~securities ~~for~~until ~~the~~maturity ~~sale~~or ofa ~~shares.~~recovery ~~Subject to the terms and conditions~~ of the ~~2024~~cost ~~Distribution~~basis. ~~Agreement,~~No ~~the~~allowance ~~2024~~for ~~ATM~~credit ~~Agents~~losses ~~may~~was ~~sell~~recorded ~~the~~for ~~shares~~these bysecurities ~~methods deemed to be an “at the market” offering~~ as ~~defined in Rule 415 promulgated under the Securities Act. The 2024 Distribution Agreement provides that the Company will pay the 2024 ATM Agents a commission~~ of upMarch 31, to2026 3%or ofDecember 31, ~~the gross proceeds of any shares of the Company’s common stock sold through the 2024 ATM Agents under the 2024 Distribution Agreement~~2025.

~~During the twelve months ended December 31, 2024, the Company sold a total of 5,698,992 shares of the Company’s common stock under the 2024 Distribution Agreement at a weighted-average price of $14~~8.04 ~~per~~PROPERTY ~~share~~AND ~~and raised approximately $80 million of gross proceeds. After deducting approximately $2.4 million of commissions and offering costs incurred by the Company~~EQUIPMENT, the net proceeds from sales of the Company’s common stock was $77.6 million during the twelve months ended December 31, 2024. On March 5, 2025 the Company terminated the 2024 Distribution Agreement.NET

OnThe ~~March 6,~~following ~~2025,~~is ~~the Company entered into~~ a ~~Controlled~~summary Equity OfferingSM Agreement (the “2025 Distribution Agreement”) with Cantor Fitzgerald & Co., Wedbush Securities Inc., Northland Securities, Inc., Ladenburg Thalmann & Co. Inc. and Seaport Global Securities LLC (collectively, the “2025 ATM Agents”) under which the Company may offer and sell, from time to time in its sole discretion, shares of ~~the~~property Company’s common stock with aggregate gross sales proceeds of up to $150,000,000 through an “at the market” equity offering program. Under the 2025 Distribution Agreement, the Company will set the parameters for the sale of shares. Subject to the terms and ~~conditions of the 2025 Distribution Agreement~~equipment, ~~the~~net ~~2025 ATM Agents may sell the shares by methods deemed to be an “at the market” offering as defined~~ (in Rule 415 promulgated under the Securities Act. The 2025 Distribution Agreement provides that the Company will pay the Agents a commission of up to 3% of the gross proceeds of any shares of common stock sold through the 2025 ATM Agents under the 2025 Distribution Agreement.thousands):

During the nine months ended September 30, 2025, the Company sold a total of 6,499,935 shares of the Company’s common stock under the 2025 Distribution Agreement at a weighted-average price of $12.49 per share and raised $81.2 million of gross proceeds. After deducting approximately $2.4 million of commissions and offering costs incurred by the Company, the net proceeds from sales of the Company’s common stock was $78.8 million during the nine months ended September 30, 2025. As of September 30, 2025, the Company had approximately $69 million of remaining capacity to sell the Company’s common stock under the 2025 Distribution Agreement.


	March 31, 2026		December 31, 2025
Robot assets	$	55,013	$	47,221
Construction in progress	8,928		3,357
Tooling	2,130		2,111
Leasehold improvement	441		414
Office equipment	500		375
Total	67,012		53,478
Less: Accumulated depreciation	(9,917)		(6,465)
Property and equipment, net	$	57,095	$	47,013

10Depreciation expense was $3.4 ~~STOCK-BASED~~million ~~COMPENSATION~~and $0.5 million for the three months ended March 31, 2026 and 2025, respectively.

~~2023~~9. ~~Equity Incentive Plan~~LEASES

~~The~~Operating ~~Company’s~~Leases ~~2023~~– ~~Equity~~Right ~~Incentive Plan (the “2023 Plan”) permits the grant~~ of ~~incentive~~Use ~~stock~~Asset ~~options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, RSUs~~ and ~~stock bonus awards (all such types of awards, collectively, “stock awards”).~~Liability

~~Subject~~The toCompany ~~adjustments~~leases asits ~~set~~facilities, ~~forth~~which ininclude ~~the~~office ~~2023~~and ~~Plan~~warehouse space, ~~the~~under ~~maximum~~non-cancelable ~~aggregate~~lease ~~number~~agreements ofwith ~~shares~~terms ofexpiring ~~the~~between May 2026 and November 2030. The Company’s ~~common~~also ~~stock~~has ~~that~~leases ~~may~~for becargo ~~issued~~vans ~~under~~with ~~the~~terms ~~2023~~expiring ~~Plan~~between ~~will~~November ~~not~~2026 ~~exceed~~and ~~9,767,029~~March ~~shares~~2028. AsCertain of ~~September 30,~~these ~~2025~~arrangements have free rent, ~~there~~escalating ~~were~~rent ~~approximately~~payment ~~230~~provisions,~~321~~ ~~shares~~lease ~~available~~renewal tooptions, beand ~~issued~~tenant allowances. Under such arrangements, ~~including~~the ~~forfeited~~Company ~~shares~~recognizes ~~from~~an ~~predecessor~~ROU ~~plans~~asset and lease liability on the unaudited condensed consolidated balance sheets. Lease costs are recognized on a straight-line basis over the non-cancelable lease term.

In June 2025, the 2023 Plan was amended, and the number of shares authorized under the 2023 Plan was increased by 2,280,000 additional shares.

In October 2025, the number of shares authorized under the 2023 Plan was increased by 3,289,146 additional shares, pursuant to the evergreen provisions under the 2023 Plan.

The shares may be authorized, but unissued, or reacquired common stock. Furthermore, subject to adjustments as set forth in the 2023 Plan, in no event shall the maximum aggregate number of shares that may be issued under the 2023 Plan

Table of Contents

~~pursuant~~The tocomponents ~~incentive~~of ~~stock~~lease ~~options~~costs ~~exceed~~related ~~the number set forth above plus,~~ to the ~~extent~~Company’s ~~allowable~~operating ~~under~~leases ~~Section~~are ~~422~~classified ofin the ~~Internal~~unaudited ~~Revenue~~condensed ~~Code~~consolidated ~~and~~statements ~~the~~of ~~regulations~~operations ~~promulgated~~as ~~thereunder,~~follows ~~any~~(in ~~shares that again become available for issuance pursuant to the 2023 Plan.~~thousands):

The number of shares available for issuance under the 2023 Plan may, at the discretion of our Board or a committee thereof, which committee will be constituted to satisfy applicable laws (“Plan Administrator”), be increased on October 1st of each fiscal year beginning with the 2023 fiscal year until the 2023 Plan terminates, in each case, in an amount equal to the lesser of (i) 4% of the shares of the Company’s common stock issued and outstanding on the last day of the immediately preceding month on a fully-diluted and as-converted basis and (ii) such other number of shares as determined by our Board.


	Three Months Ended March 31,
	2026		2025
Operations	$	895	$	191
Research and development	6		68
General and administrative	168		23
Sales and marketing	—		—
Total lease costs	$	1,069	$	282

ToThe ~~the~~components ~~extent stock awards or awards or shares issued under the 2021 Plan that were assumed by the Company upon the closing~~ of ~~the~~lease ~~Merger~~costs ~~(“Existing Plan Awards”) are exercised in full or are surrendered pursuant to an exchange program (as defined in the 2023 Plan), the unissued shares that~~ were subject thereto shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. In addition, any shares which are retained by us upon exercise of a stock award or Existing Plan Award in order to satisfy the exercise or purchase price for such stock award or Existing Plan Award or any withholding taxes due with respect to such stock award or Existing Plan Award shall be treated as ~~not~~follows issued and shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. Shares issued under the 2023 Plan or an Existing Plan Award and later forfeited to us due to the failure to vest or repurchased by us at the original purchase price paid to us for the shares (~~including without limitation upon forfeiture to or repurchase by us~~ in ~~connection with a participant ceasing to be a service provider~~thousands) shall again be available for future grant under the 2023 Plan. To the extent a stock award under the 2023 Plan or Existing Plan Award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2023 Plan.:

Vayu 2022 Equity Incentive Plan


	Three Months Ended March 31,
	2026		2025
Operating lease costs	$	799	$	238
Variable lease costs	226		44
Short-term lease costs	44		—
Total lease costs	$	1,069	$	282

InSupplemental ~~connection~~cash ~~with~~flow ~~the~~information ~~Company’s~~related ~~acquisition of Vayu, the Company assumed the Vayu 2022 Equity Incentive Plan (the “2022 Vayu Plan”) including the options outstanding immediately prior~~ to ~~the~~leases ~~acquisition~~is ~~and the number of shares that remain available for issuance pursuant to the 2022 Vayu Plan,~~ as ~~adjusted~~follows by(in the exchange ratio for which such shares are exchangeable pursuant to the Vayu Merger Agreement. The 2022 Vayu Plan permits the grant of incentive stock options, nonstatutory stock options, SARs, restricted stock, RSUs, and stock bonus awards.thousands):

Subject to adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2022 Vayu Plan will not exceed 5,344,275 shares. Subject to adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares that may be issued under the 2022 Vayu Plan pursuant to incentive stock options may not exceed the number set forth above plus, to the extent allowable under Section 422 of the Internal Revenue Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2022 Vayu Plan. As of September 30, 2025, there were approximately 175,112 shares available to be issued under the 2022 Vayu Plan.


	Three Months Ended March 31,
	2026		2025
Operating cash flows paid for operating leases	$	622	$	278
Right-of-use assets obtained in exchange for operating lease obligations	$	57	$	325

ToSupplemental ~~the~~balance ~~extent~~sheet ainformation ~~stock~~related ~~award~~to ~~under~~leases ~~the 2022 Vayu Plan should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or~~ is surrendered pursuant to an exchange program, the unissued shares that were subject thereto will continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. In addition, any shares which are retained by the Company upon exercise of a stock award in order to satisfy the exercise or purchase price for such stock award or any withholding taxes due with respect to such stock award will be treated as not issued and continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. Shares issued under the 2022 Vayu Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a participant ceasing to be a service provider) will be available for future grant under the 2022 Vayu Plan. To the extent a stock award under the 2022 Vayu Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2022 Vayu Plan.follows:

The 2022 Vayu Plan is administered by the Company’s board of directors or a committee thereof (the “2022 Vayu Plan Administrator”). The 2022 Vayu Plan Administrator has the authority to determine the terms and conditions of stock awards granted under the 2022 Vayu Plan, including the recipients, type of award, number of shares subject to each award, exercise or purchase price, vesting schedule, and other terms and conditions. Stock awards may be granted to employees, directors, and independent contractors of the Company and its affiliates. The 2022 Vayu Plan also provides for adjustments


	March 31, 2026		December 31, 2025
Weighted-average remaining lease term (in years)	3.05		3.42
Weighted-average discount rate	7.35	%	7.39	%

The maturities of lease liabilities as of March 31, 2026, are as follows (in thousands):


Remainder of 2026	$	1,657
2027	1,842
2028	838
2029	576
2030	423
Thereafter	—
Total undiscounted future cash flows	5,336
Less: imputed interest	(518)
Total operating lease liabilities	$	4,818

Table of Contents

inAs of March 31, 2026, the ~~event~~Company had additional operating lease commitments of ~~certain~~$4.2 ~~corporate~~million ~~transactions,~~for ~~such~~non-cancelable asleases ~~stock~~that ~~splits,~~have ~~mergers,~~not oryet ~~other~~commenced. ~~changes~~The innature ~~capitalization,~~of ~~and~~such ~~includes~~lease ~~customary~~commitments ~~provisions~~is ~~regarding~~consistent with the ~~administration,~~nature ~~amendment,~~of ~~and~~the ~~termination~~leases ofthat the ~~plan.~~Company has executed thus far.

~~Vayu~~Finance ~~2025~~Lease ~~Equity~~– ~~Incentive~~Failed ~~Plan~~Sales-Leaseback

In ~~connection~~November ~~with the Company’s acquisition of Vayu~~2022, the Company ~~assumed~~entered ~~certain~~into ~~equity~~a ~~awards~~lease ~~that~~agreement ~~had~~with ~~been~~Farnam ~~issued~~Capital ~~pursuant~~for toits ~~the~~robot ~~Vayu 2025 Equity Incentive Plan (the “2025 Vayu Plan”)~~assets. InAs ~~accordance~~per ~~with~~ASC ~~the Vayu Merger Agreement~~842-40-25-1, the ~~2025~~transaction ~~Vayu Plan~~ was ~~adopted~~considered ~~and~~a ~~approved,~~failed sales-leaseback and ~~stockholder~~therefore ~~approval~~the lease was ~~obtained,~~accounted ~~prior~~for toas ~~the~~a ~~closing~~financing ~~of the acquisition~~agreement. ~~Prior~~In toApril ~~the closing~~2025, ~~Vayu granted restricted stock units (“New Restricted Stock Units”) covering an equivalent of an aggregate of 1,373,971 shares of~~ the Company's ~~common~~exercised ~~stock~~the tooption ~~certain individuals who were expected~~ to ~~become~~purchase ~~continuing~~the ~~employees~~assets ofat the ~~Company,~~end ~~pursuant to forms~~ of ~~award agreement reasonably approved by~~ the ~~Company.~~lease ~~The New Restricted Stock Units were only effective~~ for ~~those~~$2.2 ~~individuals~~million. ~~who~~There ~~accepted~~was ~~their~~no ~~awards~~outstanding byliability ~~timely~~at ~~executing~~March 31, ~~and returning the applicable award agreement prior to the closing date and who became continuing employees~~2026.

Immediately following the issuance of the New Restricted Stock Units and the closing of the acquisition, the 2025 Vayu Plan was terminated in accordance with the Vayu Merger Agreement, and no further awards will be granted under the 2025 Vayu Plan10. The 2025 Vayu Plan permitted the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonus awards. Subject to adjustments as set forth in the 2025 Vayu Plan, the maximum aggregate number of shares of the CompanySTOCKHOLDERS’s ~~common~~EQUITY ~~stock~~(DEFICIT) ~~that~~AND ~~could~~STOCK-BASED have been issued under the 2025 Vayu Plan did not exceed 1,400,000 shares. Any shares subject to awards under the 2025 Vayu Plan that expired, were forfeited, or became unexercisable without having been exercised in full, or were surrendered pursuant to an exchange program, would have continued to be available for issuance under the plan prior to its termination. After the termination of the 2025 Vayu Plan, no further awards may be granted under the plan, and any shares underlying awards that are forfeited or canceled will not become available for future issuance.COMPENSATION

~~2021~~Common Stock ~~Plan~~

~~Serve’s~~Each ~~2021~~share ~~Stock~~of ~~Plan~~common ~~(the~~stock ~~“2021~~entitles ~~Plan”) provides for~~ the ~~grant~~holder ofto ~~stock~~one ~~options,~~vote ~~SARs~~on ~~and~~all ~~restricted~~matters ~~common~~submitted ~~shares~~ to ~~employees,~~a ~~non-employee~~vote ~~directors,~~of ~~and non-employee consultants. The option exercise price generally may not be less than~~ the ~~underlying stock~~Company’s ~~fair market value at the date of the grant and generally have a term of ten years~~stockholders. ~~The~~Common ~~amount~~stockholders ~~granted~~are ~~each~~not ~~calendar~~entitled ~~year~~ to anreceive ~~employee~~dividends, orunless ~~non-employee~~declared isby ~~limited depending on~~ the ~~type~~Company’s board of ~~award~~directors. ~~Stock options granted under the 2021 Plan typically vest over a four-year period, with a one-year cliff, as well as via specified milestones.~~

AAs ~~summary~~ of ~~information~~March 31, ~~related~~2026, the Company is authorized to issue 10,000,000 shares of preferred stock, ~~options~~par ~~for~~value ~~the~~$0.0001 ~~nine~~per ~~months~~share, ~~ended~~and ~~September~~300,000,000 30shares of common stock, ~~2025~~par isvalue as$0.0001 ~~follows:~~per share.

	Options	WeightedAverageExercise Price		IntrinsicValue
Outstanding as of December 31, 2024	1,022,291	$	0.94	$	12,843
Granted	89,438	5.49		$	1,040
Exercised	(198,032)	0.99		$	2,303
Forfeited	(47,429)	1.98		$	552
Outstanding as of September 30, 2025	866,268	$	1.03	$	10,068
Exercisable as of September 30, 2025	670,132	$	1.21	$	7,794
Exercisable and expected to vest at September 30, 2025	866,268	$	1.03	$	10,068

Dividend Rights

AsSubject ofto ~~September 30~~applicable law and the rights and preferences, ~~2025~~if any, of any holders of any outstanding series of preferred stock, the ~~weighted~~holders ~~average~~of ~~duration~~our common stock are entitled to ~~expiration~~receive ofdividends ~~outstanding~~if ~~options~~our ~~was~~Board, ~~6.73~~in ~~years~~its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine, payable either in cash, in property or in shares of capital stock.

~~Stock-based~~Common ~~compensation expense for stock options of $8 thousand and $69 thousand was recognized for the three months ended September 30, 2025 and 2024, respectively.~~ Stock~~-based~~ ~~compensation expense for stock options of $462 thousand and $284 thousand was recognized for the nine months ended September 30, 2025 and 2024, respectively. Total~~ Transactions

On January 7, 2025, the Company entered into a securities purchase agreement with a certain institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share (the “January Registered Direct Offering”). The gross proceeds to the Company from the January Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

On August 15, 2025, the Company entered into the Vayu Merger Agreement, pursuant to which the Company issued 1,494,906 shares of its common stock in initial upfront consideration. Additionally, the Company granted future earnout consideration consisting of up to 560,000 shares of common stock, contingent on the achievement of certain performance milestones. The Company also issued warrants to purchase 4,000,000 shares of common stock, with an exercise price of $10.36 per share (which amount is equal to the 10-day volume-weighted average price of the Company’s common stock prior to the closing of the transaction), to a certain Vayu securityholder. As of March 31, 2026, 1,494,906 of the 7,558,314 shares of deal consideration have been issued and are outstanding.

On October 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 6,250,000 shares of the Company’s common stock, $0.0001 par value per share at a price of $16.00 per share (the “October Registered Direct Offering”). The gross proceeds to the Company from the October Registered Direct Offering were approximately $100 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

On January 27, 2026, the Company entered into the Diligent Merger Agreement, pursuant to which the Company issued 197,472 shares of its common stock in initial upfront consideration. Additionally, the Company granted future earnout of up to 366,332 shares of common stock subject to the achievement of certain performance milestones. The Company also issued 1,319,151 shares of common stock to certain employees. As of March 31, 2026, 1,516,623 of the total 1,882,955 shares of common stock contemplated in the Diligent Merger Agreement have been issued and are outstanding.

On February 17, 2026, the Company entered into the Vebu Merger Agreement, pursuant to which the Company issued 147,445 shares of its common stock in initial upfront consideration. The Company also issued 500,000 shares of common

Table of Contents

~~unrecognized~~stock ~~compensation~~to ~~cost~~certain ~~related~~employees. toAs ~~non-vested~~of ~~stock~~March 31, ~~option~~2026, ~~awards~~647,445 ~~amounted~~of tothe ~~approximately~~total ~~$126 thousand~~647,445 asshares of ~~September 30,~~common ~~2025,~~stock ~~which~~contemplated ~~will~~in bethe ~~recognized~~Vebu ~~over~~Merger aAgreement ~~weighted~~have ~~average~~been ~~period~~issued ofand ~~1.17~~are ~~years~~outstanding.

~~Classification~~Equity Compensation Plans

~~Stock-based~~Vayu ~~compensation~~2022 ~~expense~~Equity ~~for~~Incentive ~~stock options and restricted common stock and restricted stock units (Note 9) was classified in the statements of operations as follows (in thousands):~~Plan

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
General and administrative	$	3,712	$	386	$	7,597	$	820
Operations	147		47		323		191
Research and development	2,680		1,741		6,767		8,842
Sales and marketing	103		21		232		77
	$	6,642	$	2,195	$	14,919	$	9,930

In connection with the Company’s acquisition of Vayu, the Company assumed the Vayu 2022 Equity Incentive Plan (the “2022 Vayu Plan”) including the options outstanding immediately prior to the acquisition and the number of shares that remain available for issuance pursuant to the 2022 Vayu Plan, as adjusted by the exchange ratio for which such shares are exchangeable pursuant to the Vayu Merger Agreement. The 2022 Vayu Plan permits the grant of incentive stock options, nonstatutory stock options, SARs, restricted stock, RSUs, and stock bonus awards.

11Subject to adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2022 Vayu Plan may not exceed 5,344,275 shares. ~~COMMITMENTS~~Subject ~~AND~~to ~~CONTINGENCIES~~adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares that may be issued under the 2022 Vayu Plan pursuant to incentive stock options may not exceed the number set forth above plus, to the extent allowable under Section 422 of the Internal Revenue Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2022 Vayu Plan. As of March 31, 2026, there were approximately 94,566 shares available to be issued under the 2022 Vayu Plan.

~~Operating~~To ~~Leases~~the –extent ~~Right~~a stock award under the 2022 Vayu Plan should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were subject thereto will continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. In addition, any shares that are retained by the Company upon exercise of ~~Use~~a ~~Asset~~stock award in order to satisfy the exercise or purchase price for such stock award or any withholding taxes due with respect to such stock award will be treated as not issued and ~~Liability~~will continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. Shares issued under the 2022 Vayu Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a participant ceasing to be a service provider) will be available for future grant under the 2022 Vayu Plan. To the extent a stock award under the 2022 Vayu Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2022 Vayu Plan.

The 2022 Vayu Plan is administered by the Company’s board of directors or a committee thereof (the “2022 Vayu Plan Administrator”). The 2022 Vayu Plan Administrator has ~~leases~~the authority to determine the terms and conditions of stock awards granted under the 2022 Vayu Plan, including the recipients, type of award, number of shares subject to each award, exercise or purchase price, vesting schedule, and other terms and conditions. Stock awards may be granted to employees, directors, and independent contractors of the Company and its affiliates. The 2022 Vayu Plan also provides for ~~office~~adjustments in the event of certain corporate transactions, ~~warehouse~~such ~~space~~as stock splits, mergers, or other changes in capitalization, and ~~cargo~~includes ~~vans~~customary provisions regarding the administration, amendment, and termination of the plan.

~~Operating~~2023 ~~lease~~Equity ~~costs~~Incentive ~~by financial statement line item are as follows (in thousands):~~Plan

		Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
Type	Financial Statement Line Item	2025		2024		2025		2024
Operating lease	General and administrative	26		9		54		26
Operating lease	Operations	770		340		1,456		503
Operating lease	Research and development	2		63		76		133
Total lease costs		$	798	$	412	$	1,586	$	662

The Company’s 2023 Equity Incentive Plan (the “2023 Plan”) permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and stock bonus awards (all such types of awards, collectively, “stock awards”).

~~Supplemental~~The ~~cash~~shares ~~flow~~may ~~information~~be ~~related~~authorized, tobut ~~leases~~unissued, isor reacquired common stock. Furthermore, subject to adjustments as ~~follows~~set (forth in ~~thousands):~~the 2023 Plan, in no event shall the maximum aggregate number of shares that may be issued under the 2023 Plan pursuant to Incentive Stock Options exceed the number set forth above plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2023 Plan.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Cash paid for operating lease liabilities	$	485	$	141	$	1,019	$	420
Right-of-use assets obtained in exchange for operating lease obligations	$	1,873	$	275	$	3,045	$	275

Supplemental balance sheet information related to leases is as follows:

	September 30,2025		December 31,2024
Weighted-average remaining lease term (in years)	3.03		2.65
Weighted-average discount rate	7.34	%	7.24	%

Future annual minimum payments under operating leases as of September 30, 2025, are as follows (in thousands):

Table of Contents

Remainder of 2025	$	591
2026	1,692
2027	1,338
2028	473
2029	192
Thereafter	336
Total undiscounted future cash flows	4,622
Less: imputed interest	(475)
Total operating lease liabilities	$	4,147

immediately preceding month on a fully-diluted and as-converted basis and (ii) such other number of shares as determined by our Board.

~~Finance~~Subject ~~Lease~~to –adjustments ~~Failed~~as ~~Sales-Leaseback~~set forth in the 2023 Plan, the maximum aggregate number of shares of common stock that may be issued under the 2023 Plan will not exceed 7,487,029 shares. In June 2025, the 2023 Plan was amended, and the number of shares authorized under the 2023 Plan was increased by 2,280,000 additional shares. In October 2025, the number of shares authorized under the 2023 Plan was increased by 3,289,146 additional shares, pursuant to the evergreen provisions under the 2023 Plan. As of March 31, 2026, there were a total of 2,068,772 shares available to be issued under the 2023 Plan.

InTo ~~November~~the ~~2022,~~extent stock awards or shares issued under Serve’s 2021 Equity Incentive Plan (“2021 Plan”) that were assumed by the Company ~~entered~~(“Existing ~~into~~Plan aAwards”) ~~lease~~are ~~agreement~~exercised ~~with~~in ~~Farnam~~full ~~Capital~~or ~~for~~are ~~its~~surrendered ~~robot~~pursuant ~~assets.~~to Asan ~~per~~exchange ~~ASC~~program ~~842-40-25~~(as defined in the 2023 Plan), the ~~transaction~~unissued ~~was~~shares ~~considered~~that were subject thereto will continue to be available under the 2023 Plan for issuance pursuant to future stock awards. In addition, any shares that are retained by us upon exercise of a ~~failed~~stock ~~sales-leaseback~~award ~~and~~or ~~therefore~~Existing Plan Award in order to satisfy the ~~lease~~exercise ~~was~~or ~~accounted~~purchase price for such stock award or Existing Plan Award or any withholding taxes due with respect to such stock award or Existing Plan Award will be treated as anot ~~financing~~issued ~~agreement.~~and ~~There~~will ~~was~~continue noto ~~outstanding~~be ~~liability~~available atunder ~~September 30,~~the ~~2025~~2023 Plan for issuance pursuant to future stock awards. InShares ~~April~~issued ~~2025,~~under the ~~Company~~2023 ~~exercised~~Plan or an Existing Plan Award and later forfeited to us due to the ~~option~~failure to vest or repurchased by us at the original purchase price paid to us for the ~~assets~~shares at(including without limitation upon forfeiture to or repurchase by us in connection with a participant ceasing to be a service provider) will again be available for future grant under the ~~end~~2023 ofPlan. To the ~~lease~~extent a stock award under the 2023 Plan or Existing Plan Award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for $2issuance under the 2023 Plan.~~25 million.~~

Vayu 2025 Equity Incentive Plan

In connection with the Company’s acquisition of Vayu, the Company assumed certain equity awards that had been issued pursuant to the Vayu 2025 Equity Incentive Plan (the “2025 Vayu Plan”). In accordance with the Vayu Merger Agreement, the 2025 Vayu Plan was adopted and approved, and stockholder approval was obtained, prior to the closing of the acquisition. Prior to the closing, Vayu granted restricted stock units (“Vayu RSUs”) covering an equivalent of an aggregate of 1,373,971 shares of the Company’s common stock to certain individuals who were expected to become continuing employees of the Company, pursuant to forms of award agreement reasonably approved by the Company. The Vayu RSUs were only effective for those individuals who accepted their awards by timely executing and returning the applicable award agreement prior to the closing date and who became continuing employees.

Immediately following the issuance of the Vayu RSUs and the closing of the acquisition, the 2025 Vayu Plan was terminated in accordance with the Vayu Merger Agreement, and no further awards will be granted under the 2025 Vayu Plan. The 2025 Vayu Plan permitted the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonus awards. Subject to adjustments as set forth in the 2025 Vayu Plan, the maximum aggregate number of shares of the Company’s common stock that could have been issued under the 2025 Vayu Plan did not exceed 1,400,000 shares. Any shares subject to awards under the 2025 Vayu Plan that expired, were forfeited, or became unexercisable without having been exercised in full, or were surrendered pursuant to an exchange program, would have continued to be available for issuance under the plan prior to its termination. After the termination of the 2025 Vayu Plan, no further awards may be granted under the plan, and any shares underlying awards that are forfeited or canceled will not become available for future issuance.

Diligent 2026 Equity Incentive Plan

In connection with the Company’s acquisition of Diligent, the Company assumed certain equity awards that had been issued pursuant to the Diligent 2026 Equity Incentive Plan (the “2026 Diligent Plan”). In accordance with the Diligent Merger Agreement, the 2026 Diligent Plan was adopted and approved, and stockholder approval was obtained, prior to the closing of the acquisition. Prior to the closing, Diligent granted restricted stock units (“Diligent RSUs”) covering an equivalent of an aggregate of 1,319,151 shares of the Company’s common stock to certain individuals who were expected to become continuing employees of the Company, pursuant to forms of award agreement reasonably approved by the Company. The Diligent RSUs were only effective for those individuals who accepted their awards by timely executing and returning the applicable award agreement prior to the closing date and who became continuing employees.

Immediately following the issuance of the Diligent RSUs and the closing of the acquisition, the 2026 Diligent Plan was terminated in accordance with the Diligent Merger Agreement, and no further awards will be granted under the 2026

Table of Contents

Diligent Plan. The 2026 Diligent Plan permitted the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonus awards. Subject to adjustments as set forth in the 2026 Diligent Plan, the maximum aggregate number of shares of the Company’s common stock that could have been issued under the 2026 Diligent Plan did not exceed 1,319,179 shares. Any shares subject to awards under the 2026 Diligent Plan that expired, were forfeited, or became unexercisable without having been exercised in full, or were surrendered pursuant to an exchange program, would have continued to be available for issuance under the plan prior to its termination. After the termination of the 2026 Diligent Plan, no further awards may be granted under the plan, and any shares underlying awards that are forfeited or canceled will not become available for future issuance.

Vebu 2026 Equity Incentive Plan

In connection with the Company’s acquisition of Vebu, the Company assumed certain equity awards that had been issued pursuant to the Vebu 2026 Equity Incentive Plan (the “2026 Vebu Plan”). In accordance with the Vebu Merger Agreement, the 2026 Vebu Plan was adopted and approved, and stockholder approval was obtained, prior to the closing of the acquisition. Prior to the closing, Vebu granted restricted stock units (“Vebu RSUs”) covering an equivalent of an aggregate of 500,000 shares of the Company’s common stock to certain individuals who were expected to become continuing employees of the Company, pursuant to forms of award agreement reasonably approved by the Company. The Vebu RSUs were only effective for those individuals who accepted their awards by timely executing and returning the applicable award agreement prior to the closing date and who became continuing employees.

Immediately following the issuance of the Vebu RSUs and the closing of the acquisition, the 2026 Vebu Plan was terminated in accordance with the Vebu Merger Agreement, and no further awards will be granted under the 2026 Vebu Plan. The 2026 Vebu Plan permitted the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonus awards. Subject to adjustments as set forth in the 2026 Vebu Plan, the maximum aggregate number of shares of the Company’s common stock that could have been issued under the 2026 Vebu Plan did not exceed 500,000 shares. Any shares subject to awards under the 2026 Vebu Plan that expired, were forfeited, or became unexercisable without having been exercised in full, or were surrendered pursuant to an exchange program, would have continued to be available for issuance under the plan prior to its termination. After the termination of the 2026 Vebu Plan, no further awards may be granted under the plan, and any shares underlying awards that are forfeited or canceled will not become available for future issuance.

Restricted Stock Awards (RSAs)

The following table summarizes activity related to our restricted stock awards for the three months ended March 31, 2026:


	Restricted Stock Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	285,053	$	0.08
Granted	—	—
Vested	(120,178)	0.01
Forfeited	(2,132)	—
Nonvested as of March 31, 2026	162,743	$	0.13

During 2023, the Company issued shares of restricted common stock for recourse notes. The shares were issued with a corresponding note receivable, a recourse loan that was collateralized by the underlying shares. As of March 31, 2026 and December 31, 2025, there were 46,833 and 46,833 shares of common stock issued, respectively, that are subject to the non-recourse notes and deemed not outstanding.

Table of Contents

Restricted Stock Units (RSUs)

The following table summarizes activity related to our RSUs for the three months ended March 31, 2026:


	Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	7,217,790	$	9.14
Granted	3,117,525	12.36
Vested	(666,307)	8.68
Forfeited	(207,969)	12.96
Nonvested as of March 31, 2026	9,461,039	$	10.32

During the three months ended March 31, 2026, the Company granted 3,117,525 RSUs with vesting periods ranging 1 month to 4 years.

In connection with the transactions contemplated by the Vayu Merger Agreement (the “Vayu Acquisition”), in August 2025, the Company granted 493,970 RSUs to certain employees as a retention equity award (the “Vayu Retention RSUs”). The Vayu Retention RSUs vest over 4 years from the date of the consummation of the Vayu Acquisition with 25% of the Vayu Retention RSUs vesting on the first anniversary of the grant date.

In connection with the transactions contemplated by the Diligent Merger Agreement (the “Diligent Acquisition”), in January 2026, the Company granted 1,319,151 RSUs to certain employees as a retention equity award (the “Diligent Retention RSUs”). The Diligent Retention RSUs vest over 4 years from the date of the consummation of the Diligent Acquisition with 25% of the Diligent Retention RSUs vesting on the first anniversary of the grant date.

In connection with the transactions contemplated by the Vebu Merger Agreement (the “Vebu Acquisition”), in February 2026, the Company granted 500,000 RSUs to certain employees as a retention equity award (the “Vebu Retention RSUs”). The Vebu Retention RSUs vest over 4 years from the date of the consummation of the Vebu Acquisition with 25% of the Vebu Retention RSUs vesting on the first anniversary of the grant date.

During the three months ended March 31, 2026, the Company repurchased no shares of common stock.

Performance-Based Restricted Stock Units

A summary of the Company’s performance-based restricted stock unit (“PRSU”) activity for the three months ended March 31, 2026 is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	801,292	$	9.71
Granted	100,000	9.43
Vested	—	—
Forfeited	—	—
Nonvested as of March 31, 2026	901,292	$	8.90

Vayu PRSUs

On August 15, 2025, the Company granted 1,440,001 shares contemplated by the Vayu Acquisition, of which the Company granted 880,001 PRSUs to employees (“Vayu PRSUs”). The remaining 560,000 shares were granted to nonemployees. The Vayu PRSUs will vest or commence vesting upon achievement of certain milestones as defined per the Vayu Merger Agreement. In addition, the Vayu PRSUs may also be subject to a continuous service condition. At the point

Table of Contents

the milestones have been deemed to be achieved (the “Milestone Date”), approximately 66% of the Vayu PRSUs will vest immediately, and the remaining 34% will vest over 2.5 years following the Milestone Date. The total grant date fair value of the Vayu PRSUs was $8.5 million, which was determined based on the Company’s stock price on date of grant. This expense is expected to be recognized at a point in time when achievement of the milestone is considered probable, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the performance conditions.

As of March 31, 2026, the Company does not consider the achievement of the milestone to be probable. Accordingly, as of March 31, 2026, the Company did not recognize stock-based compensation expense, as defined by ASC 718. As of March 31, 2026, all shares of the Vayu PRSUs were unvested and outstanding.

March PRSUs (March 2026)

On March 23, 2026, the Company granted 100,000 PRSUs to an employee of the Company (“March PRSUs”) from the 2023 Plan. The March PRSUs shall vest upon satisfaction of both (i) a service-based vesting condition and (ii) a performance-based vesting condition. The service-based vesting condition shall be satisfied based on the employee’s continued employment. The performance-based vesting condition shall be satisfied upon the achievement of certain milestones. At the point the conditions of the March PRSUs are deemed to have been achieved, 25% of the total March PRSUs will vest immediately, and 1/30th of the remaining shares will vest on the same day of each month thereafter for 30 months, subject to the employee’s continued employment. The total grant date fair value of the March PRSUs was $0.9 million, which was determined based on the Company’s stock price on date of grant. This expense is expected to be recognized at a point in time when achievement of the milestone is considered probable, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the performance conditions.

Stock Options

A summary of information related to stock options for the three months ended March 31, 2026 is as follows:


	Options	Weighted Average Exercise Price		Intrinsic Value (in thousands)
Outstanding as of December 31, 2025	826,539	$	1.01	$	8,573
Granted	-	$	-	$	-
Exercised	(78,529)	$	4.20	$	663
Forfeited	(4,138)	$	6.93	$	35
Outstanding as of March 31, 2026	743,872	$	0.91	$	6,273

Exercisable as of March 31, 2026	641,531	$	0.91	$	5,415
Exercisable and expected to vest at March 31, 2026	743,872	$	0.91	$	6,273

Refer to Note 4 for information regarding the valuation of options granted during the year ended December 31, 2025 as part of the Vayu acquisition.

Nonemployee Share-based Awards

On August 15, 2025, the Company granted 560,000 shares contemplated by the Vayu Acquisition to nonemployee shareholders. The vesting terms of these shares are consistent with the Vayu PRSUs. The total grant date fair value was $5.4 million, which was determined based on the Company’s stock price on date of grant. This expense is expected to be recognized at a point in time when achievement of the milestone is considered probable, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the performance conditions. As of March 31, 2026, the Company does not consider the achievement of the milestone to be probable. Accordingly, as of

Table of Contents

March 31, 2026, the Company did not recognize stock-based compensation expense, as defined by ASC 718. As of March 31, 2026, all shares were unvested and outstanding.

On January 27, 2026, the Company granted 366,332 awards contemplated by the Diligent Acquisition to nonemployee shareholders (“Diligent Nonemployee Awards”). Of this total, 274,749 awards will vest or commence vesting upon achievement of certain performance-based milestones as defined per the Diligent Merger Agreement (“Diligent Nonemployee Performance-based Awards”). At the point the milestones have been deemed to be achieved (the “Milestone Date”), approximately all of the Diligent Nonemployee Performance-based Awards will vest immediately. The total grant date fair value of the Diligent Nonemployee Performance-based Awards was $3.1 million, which was determined using the Monte Carlo simulation option pricing model. The Diligent Nonemployee Performance-based Awards were included in the consideration transferred as part of the Diligent Acquisition. As such, settlement of the equity-classified contingent consideration will be accounted for within equity. As of March 31, 2026, the Company considers the achievement of the Diligent Nonemployee Performance-based Awards milestone to be probable. The remaining 91,583 awards granted to nonemployee shareholders of the Company will be earned upon satisfaction of a service-based condition achieved eighteen months following the closing of the Diligent Acquisition (“Diligent Nonemployee Service-based Awards”). The fair value of the Diligent Nonemployee Service-based Awards at date of grant was determined to be $1.2 million and will be recognized as stock-based compensation expense over the requisite service period. All Diligent Nonemployee Service-based Award shares will vest immediately upon satisfaction of the service-based condition. As of March 31, 2026, all Diligent Nonemployee Awards were unvested and outstanding.

Stock-based Compensation Expense

Stock-based compensation expense for both employees and nonemployees was $7.4 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively. Stock-based compensation expense for employees is classified based on the cost center to which the award holder belongs. Stock-based compensation expense for nonemployees is classified as general and administrative expense. The Company recorded stock-based compensation expense in the unaudited condensed consolidated statements of operations as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
General and administrative	$	3,447	$	1,824
Research and development	3,522		1,928
Operations	250		80
Sales and marketing	134		46
Total stock-based compensation expense	$	7,353	$	3,878

During the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to vesting of RSUs and RSAs of $7.2 million and $3.8 million, respectively. As of March 31, 2026, there was $91.1 million of unamortized compensation costs related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.1 years. As of March 31, 2026, there was an immaterial amount of unamortized compensation costs related to unvested RSAs, which is expected to be recognized over a weighted-average period of approximately 0.2 years.

During the three months ended March 31, 2026 and 2025, the Company recorded an immaterial amount of stock-based compensation expense for stock options. As of March 31, 2026, there was an immaterial amount of total unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a weighted average period of 0.6 years.

Table of Contents

Warrants

The following is a summary of warrants as of March 31, 2026:


	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2025	5,079,294	$	10.18
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of March 31, 2026	5,079,294	$	10.18

Exercisable as of March 31, 2026	5,079,294	$	10.18

The weighted-average remaining term of the warrants outstanding was 5.1 years as of March 31, 2026.

KV Warrants

In accordance with the terms of the Vayu Merger Agreement, upon the closing of the transaction, the Company issued 4,000,000 warrants to a certain Vayu securityholder (the “KV Warrants”). Each KV Warrant entitles the holder to purchase one share of the Company’s common stock, subject to adjustment thereunder, at an exercise price of $10.36 per share (which amount is equal to the 10-day volume-weighted average price of the common stock prior to the closing of the transaction). The KV Warrants contain customary terms and are exercisable at any time on or after August 15, 2025, and terminate on August 15, 2031. The KV Warrants were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

At-the-Market Offerings

On March 6, 2025, the Company entered into a Controlled Equity OfferingSM Agreement (the “2025 Distribution Agreement”) with Cantor Fitzgerald & Co., Wedbush Securities Inc., Northland Securities, Inc., Ladenburg Thalmann & Co. Inc. and Seaport Global Securities LLC (collectively, the “2025 ATM Agents”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock with aggregate gross sales proceeds of up to $150 million through an “at the market” equity offering program. Under the 2025 Distribution Agreement, the Company will set the parameters for the sale of shares. Subject to the terms and conditions of the 2025 Distribution Agreement, the 2025 ATM Agents may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. The 2025 Distribution Agreement provides that the Company will pay the 2025 ATM Agents a commission of up to 3% of the gross proceeds of any shares of common stock sold through the 2025 ATM Agents under the 2025 Distribution Agreement.

During the three months ended March 31, 2026, the Company sold 190,000 shares of the Company’s common stock under the 2025 Distribution Agreement at a weighted-average price of $8.17 per share and raised $1.6 million of gross proceeds. After deducting approximately $46.6 thousand of commissions and offering costs incurred by the Company during the three months ended March 31, 2026, the net proceeds from sales of the Company’s common stock under the 2025 Distribution Agreement were $1.5 million during the three months ended March 31, 2026. Inception to date, as of March 31, 2026, the Company has sold a total of 6,689,935 shares of the Company’s common stock under the 2025 Distribution Agreement at a weighted-average price of $12.37 per share and raised $82.8 million of gross proceeds. After deducting approximately $2.5 million of commissions and offering costs incurred by the Company, the net proceeds from sales of the Company’s common stock were $80.3 million as of March 31, 2026. As of March 31, 2026, the Company had approximately $67.2 million of remaining capacity to sell the Company’s common stock under the 2025 Distribution Agreement.

Table of Contents

11. INCOME TAXES

For interim financial reporting, the Company estimates its annual effective tax rate based on the projected income for its entire fiscal year and records a provision or benefit for income taxes on a quarterly basis based on the estimated annual effective income tax rate, adjusted for any discrete tax items.

The Company recorded income tax benefit of $0.6 million for the three months ended March 31, 2026 compared to zero expense for the three months ended March 31, 2025. Income tax expense for the three months ended March 31, 2026 was favorably impacted by $0.6 million of net discrete tax benefit, primarily related to the release of prior year valuation allowance amounts. The release was driven by the acquisition of net deferred liabilities of Diligent. Income tax expense for the three months ended March 31, 2025 was entirely attributable to an increase in the valuation allowance of deferred tax assets with no tax expense arising from the estimated annual effective tax rate.

The Company periodically evaluates its valuation allowance requirements as facts and circumstances change and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s effective income tax rate.

As of March 31, 2026, there have been no material changes in unrecognized tax benefits from those disclosed in the Company’s most recent audited financial statements as of December 31, 2025. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in its unaudited condensed consolidated statements of operations and comprehensive loss.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of March 31, 2026, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and income tax liabilities and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments related to income tax examinations.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of ongoing matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.

In December 2024, a class action complaint was filed in the Superior Court of California, County of Los Angeles, alleging that the Company isviolated ~~in violation of~~ the California Labor Code, among other ~~allegations~~claims. ~~This~~In ~~action~~December is2025, ~~seeking~~the ~~restitutionary~~Company ~~damages~~agreed with the plaintiff to settle for the amount of $375.0 Itthousand. isAs a ~~reasonable~~result, ~~possibility~~the ~~that~~Company recorded a ~~loss~~total ~~may~~of be$408.8 ~~incurred;~~thousand ~~however~~in legal settlement expense, of which $375.0 thousand was recorded for the ~~possible~~settlement ~~range~~with the plaintiff and the remaining $33.8 thousand was recorded for the related payroll tax expense as a result of ~~losses~~the settlement payment. The legal settlement expense is ~~not~~presented ~~estimable~~in ~~given~~accrued liabilities on the ~~status~~unaudited condensed consolidated balance sheet as of ~~the~~March 31, ~~case~~2026.

~~12. SEGMENT INFORMATION~~Tariffs

~~The~~On ~~Company~~February ~~has~~20, ~~one~~2026, ~~operating~~the ~~and~~U.S. ~~reportable~~Supreme ~~segment.~~Court Aissued ~~description~~a ofruling ~~how~~invalidating ~~the~~certain ~~Company~~tariffs ~~derives~~previously ~~revenues~~imposed isunder ~~included~~the inInternational ~~Note~~Emergency 2Economic Powers Act (“IEEPA”). ~~The~~As ~~Company’s~~a ~~Chief~~result ~~Executive~~of ~~Officer~~this ~~serves~~ruling, aswe ~~the~~may ~~Company’s~~be ~~CODM,~~eligible ~~who~~for ~~reviews~~a ~~financial~~refund ~~information~~of tariffs previously paid on aimported ~~consolidated~~goods. ~~basis~~As ~~for~~the ~~purposes~~recoverability and timing of ~~making~~any ~~operating~~such ~~decisions,~~refund ~~allocating~~remains ~~resources~~uncertain, ~~and~~we ~~evaluating~~have ~~financial~~not ~~performance.~~recognized ~~The~~a ~~CODM~~receivable ~~uses~~and ~~consolidated~~corresponding ~~net~~offset ~~loss~~to asexpense ~~the~~or ~~sole~~asset ~~measure~~as of ~~segment~~March 31, ~~profit~~2026 and will not until such amounts are realized or ~~loss~~realizable. We continue to ~~make~~monitor ~~key~~these ~~operating~~developments ~~decisions~~and ~~such~~their aspotential ~~the~~impact ~~allocation~~on our results of ~~the~~operations, ~~budget~~including ~~and~~reduction ~~monitoring~~of ~~budget~~revenue ~~versus~~for ~~actual~~any ~~results.~~potential ~~The~~refunds ~~CODM~~to ~~does~~certain ~~not~~energy ~~evaluate~~storage ~~operating~~customers ~~segments~~for ~~using~~which ~~asset~~a ~~information.~~

Significant expenses within net loss include cost of revenue, general and administrative, operations, research and development, sales and marketing, which are each separately presented on the Company’s consolidated statements of operations. Stock-based compensation expense is also a significant expense within net loss. Refer to Note 10 for additional information about the Company’s stock-based compensation expense. Other segment items include interest income, interest expense, and provision for (benefit from) income taxes on the consolidated statements of operations.35

13. SUBSEQUENT EVENTS

On October 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company agreed to issue and sell, in a registered direct offering of an aggregate of 6,250,000 shares of the Company’s common stock at a price of $16.00 per share (the “October 2025 Registered Direct Offering”). The gross proceeds to the Company from the October 2025 Registered Direct Offering were approximately $100 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

Table of Contents

contractual obligation exists. Further, we will continue to monitor changes to the import and export policies of the U.S. and other countries that could impact our financial position, results of operations and cash flows.

13. SEGMENT INFORMATION

Based on the applicable criteria under the accounting standard, including quantitative thresholds, the Company has identified one operating and reportable segment (the “Segment”) for the three months ended March 31, 2026. The Segment is focused on enhancing the Company’s advanced, AI-powered robotics mobility platform that integrates proprietary hardware, AI, computer vision, and cloud-based fleet management software to enable autonomous operation in complex, real-world settings.

Operating segments are defined as components of an enterprise for which separate financial information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has identified our Chief Executive Officer as the chief operating decision maker. The CODM assesses performance for the Segment and decides how to allocate resources based on net loss. The CODM uses net loss in deciding how to allocate capital within the Segment, and as a measurement to monitor budget versus actual results. The CODM also uses net loss in assessing performance of the Segment and in establishing management’s compensation.

The Segment derives revenue from customers by providing (i) services via the Company’s robot fleet, including indoor and outdoor delivery services, branding and experiential services, and (ii) access to software developed for the robot fleet, including certain autonomous capabilities. The majority of the Segment’s revenue is derived from robot delivery services and the Segment’s long-term partnerships with food delivery platforms. The Segment’s operations are primarily based in the United States and Canada, and it manages its business activities on a consolidated basis. The Segment derives all revenue from its United States operations. The Segment’s assets are primarily based in the United States. Assets based in foreign countries are not material to the operations of the Segment. The services provided by the robot fleet are offered and deployed in a similar manner across all jurisdictions in which the Company operates.

The accounting policies of the Segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets. The Segment does not have intra-entity sales or transfers. Financial information for the Segment is consistent with the financial information presented in these unaudited condensed consolidated financial statements. In addition to the expenses presented on the Company’s unaudited condensed consolidated statements of operations, the CODM considers stock-based compensation expense as a significant expense within net loss. Refer to Note 10 for additional information about the Segment’s stock-based compensation expense, which is consistent with the Company’s consolidated stock-based compensation expense. Additional descriptions of the components of the financial information found throughout these unaudited condensed consolidated financial statements are consistent with the information for the Segment, including the concentration of credit risk.

Table of Contents

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of ~~the~~our financial condition and results of operations ~~of the Company~~ should be read in conjunction with ~~the~~our unaudited condensed consolidated financial statements and the related notes toincluded ~~those~~in ~~statements~~Part ~~included~~I, inItem 1. “Financial Statements,” of this Quarterly Report on Form 10-Q and our audited consolidated financial statements ~~and~~included ~~related notes disclosed~~ in our 2025 Annual Report on Form 10-K. ~~for~~In ~~the~~addition ~~year~~to ~~ended~~historical ~~December 31~~consolidated financial information, ~~2024.~~the ~~Some~~following ofdiscussion ~~the~~contains ~~information~~forward-looking ~~contained~~statements inthat ~~this~~reflect ~~discussion~~our ~~and~~plans, ~~analysis~~estimates, ~~including~~and ~~information~~beliefs. ~~with~~Our ~~respect~~actual toresults ~~our~~could ~~plans~~differ ~~and~~materially ~~strategy~~from ~~for~~those ~~our~~discussed ~~business,~~in ~~includes~~the forward-looking statements. ~~that~~Please ~~involve~~also ~~risk,~~see ~~uncertainties~~the ~~and~~sections ~~assumptions.~~titled ~~You~~“Special ~~should~~Note ~~read~~Regarding Forward-Looking Statements” for a discussion of forward-looking statements and Part II, Item 1A., “Risk Factors” ~~of this report~~ for a discussion of ~~important~~ factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. ~~Please~~and ~~also see the note entitled “Cautionary Note Regarding Forward-Looking Statements”~~ elsewhere in this Quarterly Report on Form 10-Q.

Our Company

We are on a mission to deliver a sustainable future by transforming how goods move among people. Serve has developed an advanced, AI-powered robotics mobility platform, with last-mile delivery in cities as its first application. We are an operating company which has experienced losses since our inception. Our primary sources of cash to date have been capital investments by stockholders.

The following discussion contains forward-looking statements, as discussed elsewhere in this Quarterly Report on Form 10-Q. Please see the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Our principal offices are located at 730 Broadway, Redwood City, CA 94063, our telephone number is (818) 860-1352 and our corporate website (which does not form part of this Quarterly Report on Form 10-Q) is located at www.serverobotics.com.

Overview

OnWe ~~July~~are ~~31,~~engaged ~~2023,~~in ~~the~~developing ~~Company,~~and ~~Acquisition~~operating ~~Sub,~~autonomous ~~and~~robotic ~~Serve~~systems ~~entered~~designed ~~into~~to annavigate ~~Agreement~~ and ~~Plan~~perform ofwork ~~Merger~~in ~~(the~~complex, ~~“Merger~~human-centered ~~Agreement”)~~environments. ~~Pursuant~~Serve tohas ~~the~~developed ~~terms~~an ofadvanced ~~the~~platform ~~Merger~~that ~~Agreement,~~combines ~~Acquisition~~proprietary ~~Sub~~hardware, ~~merged~~artificial ~~with~~intelligence, ~~and~~computer ~~into Serve~~vision, ~~with Serve continuing as the surviving corporation~~ and ~~our wholly~~cloud-~~owned~~based ~~subsidiary.~~fleet Asmanagement asoftware ~~result~~to ofenable ~~the~~safe, ~~Merger~~reliable, ~~we acquired the business of Serve~~ and ~~continued~~scalable ~~the~~autonomous ~~existing business~~ operations ofacross ~~Serve~~multiple asphysical ~~a public reporting company under the name Serve Robotics Inc~~domains. ~~Upon~~We ~~the~~design, ~~closing~~engineer, ofdeploy, ~~the~~and ~~Merger,~~operate ~~Serve’s~~low-emission ~~predecessor~~robotic ~~was~~systems ~~renamed~~built ~~Serve~~on ~~Operating~~this Coplatform.

~~The~~Serve ~~Merger~~operates ~~was~~autonomy ~~treated~~systems asacross amultiple ~~recapitalization~~domains ~~and~~spanning ~~reverse~~both ~~acquisition~~outdoor ~~for~~and usindoor ~~for~~environments. ~~financial~~Our ~~reporting~~sidewalk ~~purposes,~~delivery ~~and~~operations ~~Serve~~provide isautonomous ~~considered~~last-mile ~~the~~delivery ~~acquirer~~services for ~~accounting~~restaurant ~~purposes. As a result of the Merger~~ and ~~the~~retail ~~change~~partners, inwhile our ~~business~~healthcare ~~and~~ operations, aenabled ~~discussion~~through of the ~~past~~acquisition ~~financial results~~ of ~~Patricia~~Diligent isRobotics ~~not~~in ~~pertinent~~2026, ~~and~~deploy ~~under~~robots ~~applicable~~in ~~accounting~~hospital ~~principles,~~settings ~~the historical financial results of Serve, the accounting acquirer prior~~ to ~~the~~support ~~Merger,~~clinical ~~are~~staff ~~considered~~through ~~our~~logistics ~~historical~~and ~~financial~~workflow ~~results~~automation.

As of March 31, 2026, our fleet consisted of over 2,000 autonomous delivery robots operating across a diverse set of environments, with a combined footprint spanning multiple cities and states. Our ~~discussion~~robots operate daily across these environments, generating proprietary data that continuously improves our AI models and ~~analysis~~enhances ~~are~~the ~~organized~~performance, assafety, ~~follows:~~and capabilities of the platform.

~~•Executive~~We ~~Summary~~maintain –platform-level ~~Summary~~integrations ~~analysis~~with ofmajor ~~financial~~delivery providers, including Uber Eats and ~~other~~DoorDash, ~~highlights~~enabling real-time order dispatch, robot coordination, and operational management. In addition to ~~provide~~fleet-based ~~context~~service ~~for~~revenue, ~~the~~we ~~discussion~~are expanding our monetization model to include on-robot advertising and ~~analysis~~branding, software services, data-related offerings, and other recurring revenue streams.

~~•Results~~Serve is shaping the future of ~~Operations~~Physical –AI Anin ~~analysis~~real ofworld environments. We are expanding our ~~financial~~platform ~~results~~into adjacent markets, customer segments, and operating environments where autonomous mobility can address labor constraints, improve service levels, and reduce emissions. We intend to leverage our core autonomy stack, fleet management infrastructure, and operational expertise to support additional use cases across both outdoor and indoor settings.

~~•Liquidity~~Our core technology originated in 2017 as a specialized project within Postmates. Since then, ~~and~~we ~~Capital~~have ~~Resources~~expanded –from Ana ~~analysis~~single-market ofdeployment ~~changes~~to ina scaled, multi-market, and now multi-domain platform. We believe our ~~balance~~ability ~~sheets~~to ~~and~~operate ~~cash~~robots ~~flows~~across ~~and~~different aenvironments, ~~discussion~~combined ofwith the data generated from those operations, strengthens our ~~financial~~autonomy ~~condition~~platform and ~~potential~~supports ~~sources~~the long-term development of ~~liquidity~~a broader robotics ecosystem.

~~•Critical~~Financial Accounting Estimates – Accounting estimates that management believes are the most important to understanding the assumptions and judgments incorporated in our financial results and forecasts and involve a significant level of estimation uncertainty.Overview

~~Serve~~For ~~Robotics~~the three months ended March 31, 2026 and 2025, we generated revenues of $3.0 million and $0.4 million, respectively, and reported net losses of $49.0 million and $13.2 million, respectively.

~~Serve~~As isnoted ~~shaping the future of sustainable, self-driving delivery. We design, develop, and operate low-emissions robots that serve people~~ in ~~public~~our ~~spaces,~~unaudited ~~starting~~condensed ~~with~~consolidated ~~food~~financial ~~delivery. Starting in 2017~~statements, ~~our~~as ~~core technology was developed by our co-founders and a majority~~ of ~~our~~March 31, ~~product and engineering team in San Francisco~~2026, ~~California~~we ashad aan ~~special~~accumulated ~~project~~deficit ~~within Postmates, one~~ of ~~the pioneering food delivery startups in the United States~~$257.9 million.

3037

Table of Contents

Because we started this project within a food delivery company, our team comes with a depth of combined expertise in food delivery, automation, and robotics.

Our expertise positions us to service the growing on-demand delivery market, including food delivery, where approximately half of all deliveries are less than 2.5 miles and well-suited to delivery by sidewalk robots. We provide a robotic delivery experience that delights customers, improves reliability for merchants, and reduces traffic congestion and eliminates vehicle emissions. At scale, our delivery robots can complete deliveries at lower cost than human couriers, making on-demand delivery more affordable and accessible in areas we operate.

Recent Developments

Acquisition of Diligent Robotics, Inc.

On January 27, 2026, the Company acquired all of the issued and outstanding equity of Diligent, which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the acquisition’s impact on Serve’s liquidity.

Acquisition of Vebu, Inc.

On February 17, 2026, the Company acquired all of the issued and outstanding equity of Vebu, which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the acquisition’s impact on Serve’s liquidity.

Securities Purchase Agreement (October 2025)

On October 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 6,250,000 shares of the Company’s common stock, $0.0001 par value per share at a price of $16.00 per share. The gross proceeds to the Company from the registered direct offering were approximately $100.0 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

Acquisition of Vayu Robotics, Inc.

On August 15, 2025, the Company acquired all of the issued and outstanding equity of Vayu ~~Robotics~~, ~~Inc.,~~ which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion onof the purchase price and the ~~Acquisition'~~acquisition’s impact on ~~Serve'~~the Company’s liquidity.

Acquisition of Voysys AB

On April 1, 2025, the Company acquired all of the issued and outstanding equity of Voysys AB, which was accounted for under the acquisition method of accounting. Refer to the “Liquidity and Capital Resources” section for discussion on the purchase price and the Acquisition’s impact on Company’s liquidity.

Securities Purchase Agreement

On January 7, 2025, we entered into a securities purchase agreement with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share. The gross proceeds to the Company from the January 2025 Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

Public Offering and Uplisting to Nasdaq

On April 17, 2024, we entered into the Underwriting Agreement with the Underwriter in connection with the Offering. The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.8 million. As a result of the Offering, the Company’s common stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024.

License and Services Agreement

On February 20, 2024, Serve entered into a License and Services Agreement (the “LSA”) with Magna as a part of a strategic partnership with Magna. Pursuant to the LSA, Serve, as an independent contractor of Magna, agreed to (i) grant a non-exclusive royalty-free license to the Serve AMR Technology in the Licensed Fields of Use (each as defined in the LSA) to Magna and its affiliates and (ii) provide all reasonable engineering, technical and related support services that Magna may request from time to time in writing and in furtherance of commercialization of the Serve AMR Technology and products (including software) using, practicing, or incorporating the Serve AMR Technology, and manufactured using, practicing or incorporating the Serve AMR Technology (such services and support, the “Development Services”). Except as expressly set forth in the LSA, any Development Services shall be provided under the MSA (as defined below) and, if expired or terminated, under terms and conditions that are consistent with the terms therein. The term of the LSA will continue unless terminated by either party pursuant to and in accordance with the terms and conditions set forth in the LSA.

Master Services Agreement

On February 1, 2024, Serve entered into the MSA with Magna, retroactively effective as of January 15, 2024 (the “Effective Date”). Pursuant to the MSA, Serve agreed to provide certain services to Magna as described in one or more statements of work (“SOWs”). Such SOWs will contain a description of the scope, the time to be spent on performance, the fees to be paid to Serve, the functional requirements and technical specifications and, to the extent applicable, the timetable, schedule or milestones for the performance of the requested services. Serve and Magna entered into the first

Table of Contents

SOW on the Effective Date. The term of the MSA commenced on the Effective Date and will continue for a term of three months, unless terminated earlier or mutually extended in accordance with its terms.

In connection with the strategic partnership with Magna, on February 7, 2024, we issued the Magna Warrant to purchase up to 2,145,000 shares of the Company’s common stock, subject to adjustments as provided therein, at an exercise price of $0.01 per share. The Magna Warrant was issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles.

The Magna Warrant is exercisable in two equal tranches: (i) the first tranche became exercisable in May 2024; and (ii) the second tranche became exercisable in December 2024.

The Magna Warrant Shares that may be issued pursuant to the exercise of the Magna Warrant were offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.

Outlook And Challenges Facing Our Business

There are a number of industry factors that affect our business which include, among others:

Overall Demand for Last-Mile Delivery onand ~~Partner~~Hospital-Based ~~Platforms.~~Automation

Our potential for growth depends significantly on continued demand for last-mile delivery of food and other items on our partner platforms and for automation solutions from our hospital customers. ~~This~~The demand for last-mile delivery can fluctuate based on various market cycles and weather and local community health conditions, as well as evolving competitive dynamics., ~~Our~~and ~~largest stream of projected revenue comes from maximizing utilization of our robots to perform deliveries on our partner platforms. Matching algorithms on these platforms as well as~~ the ~~extent~~demand offor ~~their merchant and end~~hospital-~~customer~~based ~~participation~~automation insolutions ~~robotic~~can ~~delivery~~fluctuate ~~directly~~based ~~impacts~~on ~~the~~budget ~~utilization~~cycles, ~~rate~~staffing oflevels, ~~our~~operational ~~robots~~priorities, ~~both~~and ofbroader ~~which~~healthcare ~~can~~industry ~~be challenging to predict~~conditions. ~~These uncertainties make demand difficult to forecast for us and our partners.~~

~~Customer~~Our ~~Concentration~~largest stream of projected revenue comes from maximizing utilization of our outdoor delivery robot fleet to perform deliveries on our partner platforms. Matching algorithms on these platforms as well as the extent of their merchant and end-customer participation in robotic delivery directly impacts the utilization rate of our robots, both of which can be challenging to predict. These uncertainties make demand difficult to forecast for us and our partners.

AOur ~~significant~~healthcare-related ~~portion~~revenue depends on the continued utilization of ~~our~~robots ~~revenue~~within ishospital ~~concentrated~~workflows. ~~with~~The ~~three~~extent ~~customers~~to which hospitals are able to support, ~~Customer~~operate, Aand scale robotic deployments directly impacts utilization rates, ~~Customer~~all Bof which can be challenging to predict. In addition, hospitals may face limitations in infrastructure, staffing, or internal support required to sustain robotic fleets. These uncertainties make demand difficult to forecast for us and ~~Customer~~our Ccustomers.

~~For~~Table ~~the three months ended September 30, 2025 and 2024, sales to Customer B accounted for 27% and none~~ of ~~our~~Contents ~~total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer B accounted for 10% and none of our total revenue, respectively.~~

~~For the three months ended September 30, 2025 and 2024, sales to~~ Customer C accounted for < 10% and 17% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer C accounted for 27% and 72% of our total revenue, respectively. Concentration

A significant portion of our ~~accounts~~revenue ~~receivable~~ is concentrated with ~~three~~a limited number of customers,. ~~Customer~~The A,following ~~Customer~~table B,represents ~~Customer~~the Cconcentration of revenue for all customers that accounted for more than 10% of our revenues for the three months ended March 31, 2026 and ~~Customer D.~~2025:


	Three Months Ended March 31,
	2026		2025
Customer A sales as a percentage of total revenues	17	%	N/A
Customer B sales as a percentage of total revenues	14	%	26	%
Customer C sales as a percentage of total revenues	11	%	N/A
Customer D sales as a percentage of total revenues	N/A		57	%

A significant portion of our accounts receivable is concentrated with a limited number of customers. The following table represents the concentration of accounts receivable for all customers that account for more than 10% of our total accounts receivable as of March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
Customer A receivables as a percentage of total accounts receivable	32	%	30	%
Customer B receivables as a percentage of total accounts receivable	N/A		11	%
Customer C receivables as a percentage of total accounts receivable	N/A		N/A
Customer D receivables as a percentage of total accounts receivable	N/A		N/A
Customer E receivables as a percentage of total accounts receivable	N/A		18	%

Inflation and Market Considerations; Availability of Materials, Labor & Services.

We consider most on-demand purchases as discretionary spending for consumers, and we are therefore susceptible to changes in discretionary spending patterns and economic slowdowns in the geographic areas in which merchants on our partners’ platforms operate and in the economy at large. Discretionary consumer spending can be impacted by general economic conditions, unemployment, consumer debt, inflation, gasoline prices, interest rates, consumer confidence and other macroeconomic factors. Inflation can lead to increased cost of material and labor for restaurants and merchants who may in turn raise prices on the items they sell and result in a reduction in demand for those items. To the extent inflation reduces economic activity and consumer demand for items we deliver, it could negatively impact our financial results. Continued uncertainty in or a worsening of the economy, generally or in a number of our markets, and consumers’ reactions to these trends could adversely affect our business and cause us to, among other things, reduce the number and frequency of new market openings or cease operations in existing markets. However, inflation can also serve as a tailwind that may accelerate the adoption of automated robotic last-mile delivery, as labor becomes more expensive and drives up the cost of delivery by humans.

32Intellectual Property

We rely on patented and non-patented proprietary information relating to product development, manufacturing capabilities, and other core competencies of our business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality, and non-disclosure agreements, as well as other security measures are important. While we believe we have a strong patent portfolio and there is, to our knowledge, no actual or threatened litigation against us for patent-related matters, litigation or threatened litigation is a common method to enforce or protect intellectual property rights. Such action may be initiated by or against us and would require significant management time and expense.

Table of Contents

~~partners’~~Supply ~~platforms~~Chain operate and in the economy at large. Discretionary consumer spending can be impacted by general economic conditions, unemployment, consumer debt, inflation, gasoline prices, interest rates, consumer confidence and other macroeconomic factors. Inflation can lead to increased cost of material and labor for restaurants and merchants who may in turn raise prices on the items they sell and result in a reduction in demand for those items. To the extent inflation reduces economic activity and consumer demand for items we deliver, it could negatively impact our financial results. Continued uncertainty in or a worsening of the economy, generally or in a number of our markets, and consumers’ reactions to these trends could adversely affect our business and cause us to, among other things, reduce the number and frequency of new market openings or cease operations in existing markets. It is important to note, however, that inflation can also serve as a tailwind that would accelerate the adoption of automated robotic last-mile delivery as labor becomes more expensive and drives up the cost of delivery by humans.Constraints

~~Intellectual~~We ~~Property~~cannot be sure whether global supply chain shortages will affect our future robot build plans. In order to mitigate supply chain risks, we may need to incur higher costs to secure available inventory and place non-cancelable purchase commitments with our suppliers, which could introduce inventory risk if our forecasts and assumptions prove inaccurate. Higher costs of components would affect our cash runway and delays in the manufacturing of our robots would push out our revenue forecasts.

WeGovernmental ~~rely on patented~~ and ~~non-patented~~Regulatory proprietary information relating to product development, manufacturing capabilities, and other core competencies of our business. Protection of intellectual property is critical. Therefore, steps such as additional patent applications, confidentiality, and non-disclosure agreements, as well as other security measures are important. While we believe we have a strong patent portfolio and there is no actual or, to our knowledge, threatened litigation against us for patent-related matters, litigation or threatened litigation is a common method to effectively enforce or protect intellectual property rights. Such action may be initiated by or against us and would require significant management time and expenses.Conditions

~~Supply~~Our ~~Chain~~potential ~~Constraints~~for growth depends on continued permission and acceptance by local governments and municipalities where our robots perform deliveries. Changes in regulations such as the imposition of a cap on the number of robots or technical requirements such as robot size and weight restrictions or limitations on autonomy within a certain geographic area could reduce or limit our ability to generate revenues or impact our unit economics in those markets.

We cannot be sure whether global supply chain shortages will impact our future robot build plans. In order to mitigate supply chain risks, we may need to incur higher costs to secure available inventory and place non-cancelable purchase commitments with our suppliers, which could introduce inventory risk if our forecasts and assumptions prove inaccurate. Higher costs of components would impact our cash runway and delays in the manufacturing of our robots would push out our revenue forecasts.

Governmental and Regulatory Conditions.

Our potential for growth depends on continued permission and acceptance by local governments and municipalities where our robots perform deliveries. Changes in regulations such as the imposition of a cap on the number of robots or technical requirements such as robot size and weight restrictions or limitations on autonomy within a certain geographic area could reduce or limit our ability to generate revenues and/or impact our unit economics in those markets.

Components of Results of Operations

Revenue

Our revenue ~~currently~~ consists of ~~software~~fleet services, ~~revenues~~which includes revenue generated from delivery services, branding services, and ~~fleet~~data monetization; and software services, ~~revenues~~which includes revenue generated from licensing software to customers, and engineering and development projects.

Cost of Revenue ~~and Operating Expenses~~

Cost of revenue. ~~Cost~~consists primarily of ~~revenue~~allocation ~~consists~~of ~~primarily~~personnel oftime related to revenue activities, allocations of depreciation on robot assets used for revenue producing activities, ~~personnel~~allocation ~~time~~of ~~related~~amortization toexpense ~~revenue~~of ~~activities~~developed technology, allocations of network costs, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with its robots while in service.

~~Operations.~~Research ~~Operations consist of lease expense for facilities~~ and ~~certain~~Development ~~field operations personnel to support fleet services. The Company considers these expenses to be indirect costs to deliver fleet services.~~Expenses

Research and ~~Development.~~development ~~Costs~~expenses ~~incurred~~primarily inconsist ~~the~~of costs incurred by research and development offunctions. ~~the~~These ~~Company’s~~costs ~~products~~ are expensed as incurred. ~~Research and development costs include product design, hardware and software costs.~~

~~Sales~~General and ~~Marketing.~~Administrative ~~Sales and marketing expenses include personnel costs and public relations expenses. Advertising costs are expensed as incurred and included in sales and marketing expenses.~~Expenses

General and ~~Administrative. General and~~ administrative expenses primarily consist of ~~personnel-related~~costs ~~expenses~~incurred ~~for~~by general and administrative functions, including executive management and administrative functions, including finance and accounting, legal and human resources~~, as well~~ .

33Operations Expenses

Operations expenses primarily consist of costs incurred by field operations functions.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of costs incurred by sales and marketing functions.

Other Income (Expense), Net

Other income (expense), net primarily includes the following items:

•Interest income, which consists primarily of interest earned on our cash and cash equivalents and marketable securities.

•Interest expense, which consists of stated rates of interest on financing instruments, fees incurred related to financing instruments or accretion of debt discounts.

•Realized gain (loss) on foreign currency translation, which consists primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.

Table of Contents

as•Realized ~~general~~gain ~~corporate~~(loss) ~~expenses~~from ~~and~~the ~~general~~sale ~~insurance.~~or ~~General~~maturity ~~and administrative expenses also include depreciation on property and equipment as well as amortization~~ of ~~right~~marketable ~~of use assets~~securities.

~~Interest~~•Other ~~Income. Interest~~ income ~~consists of interest earned on our cash and cash equivalents~~(expense), ~~restricted cash and cash equivalents and marketable securities~~net.

Interest Expense. Interest expense consists of stated rates of interest on financing instruments, fees incurred related to financing instruments or accretion of debt discounts.

Financial Overview

For the three months ended September 30, 2025 and 2024, we generated revenues of $687 thousand and $222 thousand, respectively, and reported net losses of $33.0 million and $8.0 million, respectively.

As noted in our unaudited condensed consolidated financial statements, as of September 30, 2025, we had an accumulated deficit of $174.6 million.

Results of Operations

Comparison of Results of Operations for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

The following table summarizes our operating results as reflected in our unaudited statements of operations during the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

	Three Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024		Change		Change %
	2026		2025		Change		Change %
Revenues	$	~~687~~2,984	$	~~222~~440	$	~~465~~2,544	~~209~~578	%
Cost of revenues	511,~~066~~985		~~378~~1,909		410,~~688~~076		~~1240~~528	%
Gross profit (loss)	(4,379)		(156)		(4,223)		2707	%
Gross loss	(9,001)		(1,469)		(7,532)		513	%
Operating expenses:
General and administrative	13,153		1,980		11,173		564	%
Research and development	19,037		6,880		12,157		177	%
Operations	2,987		917		2,070		226	%
General and administrative	14,916		4,750		10,166		214	%
Research and development	13,414		5,008		8,406		168	%
Operations	6,955		1,668		5,287		317	%
Sales and marketing	~~883~~1,873		~~384~~239		~~499~~1,634		~~130~~684	%
Total operating expenses	3042,~~437~~781		813,~~289~~537		2229,~~148~~244		~~267~~216	%
Loss from operations	(3451,~~816~~782)		(815,~~445~~006)		(2636,~~371~~776)		~~312~~245	%
Other income (expense):
Interest income	12,~~707~~106		~~483~~1,792		~~1,224~~314		~~253~~18	%
Interest expense	-—		(343)		343		(100)	%
Realized gain on foreign currency translation	4		-		4		—	%
Realized loss on foreign currency translation	(10)		—		(10)		—	%
Realized gain on investments	85		-		85		—	%
Realized loss on investments	(1)		—		(1)		—	%
Total other income (expense)	1,796		449		1,347		300	%
Other income	35		—		35		—	%
Provision for income taxes	-		-		-		—	%
Net loss before income taxes	(49,652)		(13,217)		(36,435)		276	%
Net loss	$	(33,020)	$	(7,996)	$	(25,024)	313	%
Benefit from income taxes	648		—		648		—	%
Net loss	$	(49,004)	$	(13,217)	$	(35,787)	271	%

Revenues increased by $02.475 million, or 578%, to $03.690 million, for the three months ended ~~September~~March 3031, ~~2025~~2026, compared towith $0.224 million for the same period in ~~2024~~2025. This increase ~~was~~is primarily ~~due~~driven toby a ~~larger~~$1.7 million increase in fleet services revenue, of which, ~~resulted~~$1.2 inmillion relates to the addition of the indoor robot fleet ~~services~~and the remaining increase of $0.6 million is a result of strong operational execution through expansion of the outdoor robot fleet.

34Cost of revenues increased by $10.1 million to $12.0 million for the three months ended March 31, 2026, compared with $1.9 million for the same period in 2025, due primarily to the substantial expansion of our robot fleet resulting from the integration of the indoor robot fleet and expansion of the outdoor robot fleet.

Research and development expense increased by $12.2 million to $19.0 million for the three months ended March 31, 2026, compared with $6.9 million for the same period in 2025, due primarily to an increase in headcount of approximately 95%, including an increase in stock-based compensation expense, and increased software costs due to network usage.

Table of Contents

~~revenues~~General ~~increasing~~and administrative expense increased by $010.252 million to $014.439 million for the three months ended ~~September~~March 3031, ~~2025~~2026, compared towith $04.188 million for the same period in ~~2024.~~2025, ~~The additional increase was~~ due primarily to ~~software~~an ~~services~~approximately ~~revenue~~140% ~~increasing~~increase byin ~~$0.22~~headcount, ~~million~~higher tostock-based ~~$0.25~~compensation ~~million~~expense, ~~for~~higher ~~the~~amortization ~~three~~expense ~~months~~related ~~ended~~to ~~September~~acquired ~~30,~~intangible ~~2025~~assets, ~~compared~~and toincreased ~~$0.04~~professional ~~million~~fees ~~for~~largely ~~the~~related ~~same~~to ~~period~~acquisition ~~in 2024~~activities.

~~Cost~~Operations ofexpense ~~revenues~~ increased by $45.693 million to $57.070 million for the three months ended ~~September~~March 3031, ~~2025~~2026, compared with $01.387 million for the same period in ~~2024,~~2025. ~~due~~The toincrease ~~costs~~was ~~related~~primarily attributable to ~~scale-up~~an approximately 225% increase in headcount, higher depreciation expense associated with the expansion of our robot fleet, and ~~launch~~increased ~~related~~facility costs inrelated ~~new~~to ~~markets~~our ofentry ~~$3.96~~into ~~million~~new markets.

~~General~~Sales and ~~administrative~~marketing expenses increased by $111.176 million to $131.15 9 million for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~from~~compared with $10.98 2 million for the same period in ~~2024,~~2025. ~~due~~This ~~primarily to an~~ increase ofwas ~~$2.92~~primarily ~~million in professional fees that largely included acquisition related transaction costs and corporate expansion related fees, stock-based compensation expense of $3.71 million, and $1.82 million~~ due to ~~increased~~an ~~employee~~increase in headcount. ~~The remaining $2.73 million is primarily the result~~ of ~~increased~~approximately ~~incremental operating expenses as we scale for expanded locations and workforce~~220%.

~~Operations~~Interest ~~expenses~~income increased by $20.073 million to $2.99 1 million for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~from~~compared with $01.92 8 million for the same period in ~~2024~~2025, ~~$1.10~~as ~~million~~a ~~due~~result toof ~~increased~~interest ~~employee~~earned ~~headcount,~~from ~~and~~cash ~~facility~~on ~~costs~~hand ofand ~~$0.35~~marketable ~~million from expansion locations~~securities.

~~Research~~Interest ~~and~~expense ~~development~~had ~~expenses~~a ~~increased~~negligible ~~$8.41~~increase ~~million~~from ~~to $13.41 million for~~ the ~~three~~prior ~~months ended September 30, 2025, from $5~~period.~~01 million~~ ~~for~~The ~~the~~change ~~same period~~ in ~~2024,~~expense ~~due~~was primarily related to anamortization ~~increase~~ of ~~headcount~~debt ~~expenses of $4~~discount.75 ~~million.~~

~~Sales~~Realized ~~and~~loss ~~marketing~~on ~~expenses~~foreign ~~increased~~currency ~~$0.50~~translation ~~million~~had toa ~~$0.88 million~~negligible increase for ~~the~~both ~~three~~periods. ~~months~~Such ~~ended~~losses ~~September~~resulted ~~30, 2025,~~ from ~~$0.38 million for~~ the ~~same~~translation ~~period~~of inthe ~~2024,~~Company’s ~~due~~non-U.S. transactions to ~~an increase in headcount expenses of $0~~U.28S. ~~million~~dollars.

~~Interest~~Realized ~~income~~loss ~~increased~~on ~~$1.22~~investments ~~million~~had toa ~~$1.71 million~~negligible ~~for~~increase ~~the three months ended September 30, 2025,~~ from ~~income~~the ofprior $0period.48 ~~million~~Realized ~~for~~gains ~~the~~on ~~same~~investments ~~period~~are inrecognized ~~2024~~ as a result of ~~interest~~sales ~~earned~~of ~~from cash on hand and~~ marketable securities.

Interest expense and amortization decreased $0.03 million to zero for the three months ended September 30, 2025, from the expense of $0.03 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Realized gain on foreign currency translation had a negligible increase from the translation of the Company’s non-U.S. transactions to U.S. dollars.

Realized gain on investments increased $0.09 million to $0.09 million for the three months ended September 30, 2025, from income of zero for the same period in 2024 as a result of recognized gains from marketable securities.

Table of Contents

Comparison of Results of Operations for the nine months ended September 30, 2025 and 2024

The following table summarizes our operating results as reflected in our unaudited statements of operations during the nine months ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods (in thousands).

	Nine Months EndedSeptember 30,
	2025		2024		Change		Change %
Revenues	$	1,769	$	1,637	$	132	8	%
Cost of revenues	10,476		1,056		9,420		892	%
Gross profit (loss)	(8,707)		581		(9,288)		(1599)	%
Operating expenses:
General and administrative	25,981		4,861		21,120		434	%
Operations	6,780		2,330		4,450		191	%
Research and development	29,414		17,434		11,980		69	%
Sales and marketing	1,585		668		917		137	%
Total operating expenses	63,760		25,293		38,467		152	%
Loss from operations	(72,467)		(24,712)		(47,755)		193	%
Other income (expense):
Interest income	5,293		789		4,504		571	%
Interest expense	(3)		(1,926)		1,923		(100)	%
Realized gain on foreign currency translation	4		-		4		—	%
Realized gain on investments	85		-		85		—	%
Change in fair value of derivative liability	-		(222)		222		(100)	%
Total other income (expense)	5,379		(1,359)		6,738		(496)	%
Provision for income taxes	-		-		-		—	%
Net loss	$	(67,088)	$	(26,071)	$	(41,017)	—	%

Revenues increased $0.13 million to $1.77 million for the nine months ended September 30, 2025, compared to $1.64 million for the same period in 2024. As a result of a larger fleet, the Company recognized increases in fleet services revenues of $0.52 million to $0.97 million for the nine months ended September 30, 2025, compared to $0.45 million for the same period in 2024. Offsetting this increase was a decrease in software services revenue.

Cost of revenues increased $9.42 million to $10.48 million for the nine months ended September 30, 2025, compared with $1.06 million for the same period in 2024, due to costs related to scale-up of our fleet and launch related costs in new markets of $7.58 million.

General and administrative expenses increased $21.12 million to $25.98 million for the nine months ended September 30, 2025, from $4.86 million for the same period in 2024, due to an increase in stock-based compensation expense of $6.70 million, increase in headcount expenses of $3.99 million, and $2.83 million in professional fees that largely included acquisition related transaction costs and corporate expansion related fees, and $2.25 million finance lease purchases. The remaining $5.35 million is primarily the result of increased incremental operating expenses as we scale for expanded locations and workforce.

Table of Contents

Operations expenses increased $4.45 million to $6.78 million for the nine months ended September 30, 2025, from $2.33 million for the same period in 2024, due to an increase in headcount expenses of $1.84 million, increase in stock-based compensation expense of $0.32 million, and an increase in facility costs of $0.81 million from expansion locations.

Research and development expenses increased $11.98 million for the nine months ended September 30, 2025 to $29.41 million, compared to $17.43 million for the same period in 2024, due primarily to an increase of headcount expenses of $8.94 million.

Sales and marketing expenses increased $0.92 million to $1.59 million for the nine months ended September 30, 2025, from $0.67 million for the same period in 2024, due to an increase in headcount expenses of $0.51 million and marketing expenses of $0.11 million.

Interest income increased $4.50 million to $5.29 million for the nine months ended September 30, 2025, from $0.79 million for the same period in 2024 as a result of interest earned from cash on hand and marketable securities.

Interest expense and amortization decreased $1.92 million to zero for the nine months ended September 30, 2025, from the expense of $1.93 million for the same period in 2024, as the prior period expense was related to amortization of debt discount.

Realized gain on foreign currency translation had a negligible increase from the translation of the Company’s non-U.S. transactions to U.S. dollars.

Key Metrics

We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions:. The following metrics are inclusive of the outdoor and indoor robot fleet.

Three Months Ended

Nine Months Ended

Three Months Ended March 31,

September 2025

September 2024

September 2025

September 2024

2026

2025

Key Metrics

(Unaudited)

Daily Active Robots

~~312~~812

5973

~~182~~

Daily Supply Hours

310,~~781~~295

~~465~~648

~~2,062~~

~~384~~

Daily Active Robots:. We define daily active robots as the average number of robots performing daily deliveries during the period. Daily active robots reflect our operation team’s capacity to have active robots in the field performing ~~deliveries~~delivery ~~and/~~services or generating branding revenues. We closely monitor and strive to efficiently increase our daily active robots ~~efficiently~~ as we improve our autonomy and resultant human-to-robot ratios and increase the number of ~~merchants~~partners ~~and brand advertisers~~ on our platform.

Daily Supply Hours:. We define daily supply hours as the average number of hours our robots are ready to ~~accept offers and~~ perform daily deliveries during the period. Supply hours represent the aggregate number of robot hours per day during which we can utilize our robots for delivery. Supply hours increase as we add active robots and increase the operating window of those robots in a day. We closely monitor and strive to efficiently increase our fleet’s daily supply hours.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2025~~2026, our principal sources of liquidity were cash and cash equivalents, and marketable securities of $~~210~~197.454 million, which consisted of $~~116~~47.841 million in cash and cash equivalents, $140.4 million in short-term marketable securities. and $939.619 million in long-term marketable securities. Cash and cash equivalents consisted of cash on deposit with banks as well as an institutional money market account. Marketable securities consisted of commercial paper, corporate bonds, U.S. government agency securities and U.S. Treasury securities.

37We have generated significant operating losses from our operations as reflected in our accumulated deficit of $257.9 million as of March 31, 2026. We have historically funded our operations from issuance of equity and debt securities,

Table of Contents

~~account~~including our initial public offering in April 2024 and subsequent equity issuances. ~~Marketable~~To ~~securities~~execute ~~consisted~~on ofour ~~commercial~~strategic ~~paper~~initiatives to continue to grow our business, ~~corporate~~we ~~bonds~~may incur operating losses and generate negative cash flows from operations in the future, Uand as a result, we may require additional capital resources.S. ~~government~~We ~~agency~~believe ~~securities~~our existing cash and ~~U.S.~~cash ~~Treasury~~equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $174.61 million as of September 30, 2025. We have historically funded our operations from issuance of equity and debt securities, including our initial public offering in April 2024 and subsequent equity issuances. To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash and cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

Our future capital expenditures will depend on many factors, including, but not limited to our growth, our ability to attract and retain customers, the continuing market acceptance of our offerings, the time and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities, the timing and extent of spending for policy initiatives. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services, and technologies. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.

The following table shows a summary of our cash flows for the periods (in thousands):

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2025

2024

Change

2026

2025

Change

Net cash (used in) provided by:

Operating activities

(5041,~~601~~422)

(159,~~279~~463)

(3531,~~322~~959)

Investing activities

(~~122~~19,~~144~~615)

(53,~~395~~300)

(~~116~~16,~~749~~315)

Financing activities

~~166~~1,~~262~~912

7187,~~580~~256

94(85,~~682~~344)

Increase (decrease) in cash and cash equivalents

(659,~~483~~125)

5074,~~906~~493

(57133,~~389~~618)

Operating Activities

Net cash used in operating activities was $5041.604 million and $159.285 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. The increase of $~~35.~~32.0 million primarily consisted of an increased net loss of $4135.028 million, adjusted for certain non-cash items, which primarily includes an increase of $35.358 million of depreciation and amortization expense and $43.995 million of non-cash stock-based compensation expense, offset by a ~~decrease~~decreased ofchange ~~$1.68~~in ~~million~~operating ofassets ~~amortization~~and liabilities of ~~debt~~$4.4 ~~discount~~million.

Investing Activities

Net cash used in investing activities was $~~122~~19.146 million and $53.403 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. The increase of $~~116~~16.753 million was primarily due to ~~the~~acquisition ~~purchase~~activity of ~~short-term marketable securities of~~ $~~107~~21.~~49 million, incremental robot build construction in-process of $15.~~4 million, ~~and the purchase of a newly acquired businesses for $7.5 million,~~ offset by net proceeds of marketable securities of $143.203 million.

Financing Activities

Net cash provided by financing activities was $~~166~~1.269 million and $7187.583 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. The ~~increase~~decrease of $9485.683 million primarily consisted of a decrease of $75.8 million in proceeds from the issuance of the Company’s common stock ~~pursuant~~and toa ~~2025~~decrease ~~Equity~~of ~~Distribution~~$11.8 ~~Agreement,~~million ~~net~~in ofproceeds ~~offering~~from ~~costs~~exercises of ~~$78~~warrants.~~8 million, and~~

Table of Contents

proceeds from issuance of the Company’s common stock pursuant to securities purchases, net of offering costs, resulting in an increase of $40.00 million.

Indebtedness

In March 2022, we entered into a term loan with Silicon Valley Bank for gross proceeds of $2.50 million and the loan was repaid in full as of September 30, 2024.

In June 2022, we entered into an equipment financing lease agreement with Farnam Street commencing November 2022, for the cost of building robots, calling for 24 monthly payments of approximately $0.19 million based on an expected total cost of $4.46 million of robot parts and manufacturing costs. In December 2023, the agreement was modified to require three monthly repayments of approximately $0.03 million each and 12 monthly repayments of approximately $0.19 million each, subject to certain terms and effective in January 2024. There was no outstanding liability as of September 30, 2025. In April 2025, the Company exercised the option to purchase the assets at the end of the lease for $2.25 million.

Off-Balance Sheet Transactions

WeDuring ~~did~~the ~~not~~periods ~~have~~presented, ~~during~~we ~~the~~did ~~periods~~not ~~presented~~have, and we do not currently have, ~~any~~ off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, ~~that~~to ~~were~~facilitate ~~established for the purpose of facilitating~~ off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Estimates

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Table of Contents

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company,” as defined in the ~~Jumpstart Our Business Startups Act of 2012 (the “~~JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to either early adopt or delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date on which we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company,” ~~meaning~~as ~~that~~defined ~~the~~in ~~market~~Item ~~value~~10(f) of ~~our~~Regulation ~~stock held by non~~S-~~affiliates~~K, ~~is less than $700 million~~ and ~~our~~we ~~annual~~will ~~revenue~~remain ~~was~~a ~~less~~smaller ~~than~~reporting ~~$100~~company ~~million~~until ~~during~~ the ~~most~~last ~~recently~~day ~~completed~~of the fiscal year. Wein ~~may~~which ~~continue to be a smaller reporting company if either~~ (i1) the market value of our common stock held by non-affiliates isequals ~~less~~or ~~than~~exceeds $250 million as of the prior June 30, or (ii2) our annual ~~revenue~~revenues ~~was~~equaled ~~less~~or ~~than~~exceeded $100 million during ~~the~~such ~~most recently~~ completed fiscal year ~~and~~or the market value of our common stock held by non-affiliates isequals ~~less~~or ~~than~~exceeds $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as aof ~~smaller reporting company we may choose to present only~~ the ~~two~~prior ~~most~~June recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation30.

If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K. Similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

39Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Table of Contents

Under the supervision of and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based upon our evaluation, our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer concluded that our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.

~~Material Weaknesses in Internal Control Over Financial Reporting~~44

~~Management~~Table ~~has identified the following material weaknesses in the Company’s internal control over financial reporting that exist as~~ of ~~September 30,~~Contents 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control Over Financial Reporting

Management has identified the following material weaknesses in the Company’s internal control over financial reporting that exist as of March 31, 2026. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

•The Company did not design and maintain an effective control environment as our size has prevented us from being able to employ sufficient resources. This material weakness contributed to the following additional material weaknesses.

•The Company did not design and maintain effective controls to verify appropriate segregation of duties.

•The Company did not design and maintain effective controls related to substantially all accounts and disclosures. Specifically, the Company did not design and maintain comprehensive and formalized accounting and financial reporting policies and procedures that detail the information needed for our financial reporting process, including a robust review process by which management monitors for technical accounting requirements.

•The Company did not design and maintain effective controls over information technology (IT) general controls over information systems that are relevant to the preparation of the Company’s financial statements. Specifically, the Company did not design and maintain: (i) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (ii) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.

These material weaknesses did not result in amaterial ~~misstatement~~errors toduring ~~any of~~ the ~~Company’s~~interim ~~previously~~and ~~issued~~annual ~~consolidated~~periods ~~financial~~reported ~~statements~~herein. ~~However~~Additionally, these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Status of Remediation Plan

In response to the identification of the material weaknesses, our management team has established and is executing a remediation plan designed to address ~~the~~these material weaknesses. ~~Our~~We ~~remediation~~are ~~plan~~currently ~~during~~undertaking ~~2025~~and ~~includes,~~evaluating ~~but~~a isnumber ~~not~~of ~~limited~~steps to, ~~establishing~~remediate ~~more~~the ~~robust~~underlying ~~processes~~causes toof ~~support~~these ~~our~~material ~~internal control over financial reporting~~weaknesses, ~~which includes designing and implementing controls and processes to facilitate effective financial reporting, along with accurate documentation and timely support.~~including:

40•Hired additional qualified personnel to address critical skill gaps and provide enhanced leadership to our finance and accounting functions.

~~Table~~•Implemented an enterprise resource planning (ERP) system, which is expected to enhance our ability to maintain appropriate segregation of ~~Contents~~duties, provide a workflow to systemically support the evidence of transaction review and approval, enhance the design of IT general controls and provide relevant training to personnel.

•Engaged a third party to advise us on design and implementation controls for key business processes, policies and systems to support financial close and reporting procedures and technical accounting matters.

•Initiated a segregation of duties assessment review identifying key conflicts and design of mitigating controls.

The Company is committed to remediating the material weaknesses and the actions the Company is taking are subject to ongoing senior management review, as well as oversight from the Company’s Audit Committee. The Company will not be able to fully remediate these material weaknesses until these steps have been completed and operate effectively for a sufficient period of time. The Company may also identify additional measures that may be required to remediate the material weaknesses in the Company’s internal control over financial reporting, necessitating further action.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~September~~March 3031, ~~2025~~2026, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4145

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending, threatened or actual material legal proceedings to which the Company or any of its subsidiaries is a party.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors as disclosed in Part I, Item 1A. “Risk Factors” ~~beginning on page 8~~ of our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

In February 2026, in connection with the transactions contemplated by the ~~Vayu~~Vebu Merger Agreement, the Company issued 1118,~~410,469~~128 shares of its common stock. The shares of common stock were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

In ~~accordance~~January ~~with~~2026, ~~the~~in ~~terms~~connection ofwith the ~~Vayu~~transactions ~~Merger~~contemplated ~~Agreement,~~by ~~upon~~ the ~~closing~~Diligent ofMerger ~~the transaction~~Agreement, the Company ~~also~~ issued 432,~~000,000~~835 ~~warrants~~shares ~~to a certain Vayu securityholder. Each Warrant entitles the holder to purchase one share~~ of ~~the~~its ~~Company’s~~ common stock~~, subject to adjustment thereunder, at an exercise price of $10~~.36 ~~per~~The ~~share~~shares ~~(which amount is equal to the 10-day volume weighted average price~~ of ~~the~~ common stock ~~prior to the closing of the transaction). The Warrants contain customary terms and are exercisable at any time on or after August 15, 2029, and terminate on August 15, 2031. The Warrants~~ were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Issuer Purchases of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

OnDuring ~~September~~the ~~24,~~fiscal ~~2025,~~quarter ~~Brian~~ended ~~Read~~March 31, ~~our Chief Financial Officer~~2026, ~~entered~~none ~~into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions~~ of ~~Rule~~our ~~10b5-1(c)~~directors ~~under~~or ~~the~~officers ~~Exchange~~informed ~~Act~~us ~~with respect to the potential sale~~ of ~~up to 60,000 shares of~~ the ~~Company’s common stock. The arrangement has a termination date of the earlier of (i) September 23~~adoption, ~~2026~~modification or ~~(ii)~~termination ~~the date on which an aggregate~~ of ~~60,000~~a ~~shares of the Company’s common stock have been sold under the~~ “Rule 10b5-1 trading ~~plan.~~arrangement” Inor no“non-Rule ~~event~~10b5-1 ~~shall shares of the Company’s common stock be sold under the~~ trading ~~plan prior to December 24~~arrangement,” ~~2025.~~as Asthose ofterms ~~the~~are ~~date~~defined ofin ~~this~~Regulation ~~report~~S-K, ~~none~~Item ~~of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report~~408.

On September 29, 2025, David Goldberg, a member of our Board, entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act with respect to the potential sale of up to 20,000 shares of the Company’s common stock. The arrangement has a termination date of the earlier of (i) September 29, 2026 or (ii) the date on which an aggregate of 20,000 shares of the Company’s common stock have been sold under the Rule 10b5-1 trading plan. In no event shall shares of the Company’s common stock be sold under the trading plan prior to December 30, 2025. As of the date of this report, none of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report.46

Table of Contents

Other than as disclosed above, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Table of Contents

ITEM 6. EXHIBITS

Exhibit No.						Description
4.1						Common Stock Purchase Warrant, dated as of August 15, 2025 (incorporated by reference to the Company’s Form 8-K filed with the SEC on August 18, 2025).
2.1+						Agreement and Plan of Merger by and among Serve Robotics Inc., Delight Merger Sub, Inc., Diligent Robotics, Inc. and Andrea Thomaz, dated January 19, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2026).
2.2+						Agreement and Plan of Merger by and among Serve Robotics Inc., Serve Kitchen Robotics Inc., Vebu, Inc. and James Buckly Jordan, dated February 5, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2026).
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 (formatted as Inline XBRL and contained in Exhibit 101).

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon its request.

* Filed herewith.

** Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.

4447

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.

	SERVE ROBOTICS INC.
Dated: November 14, 2025	By:	/s/ Ali Kashani
Dated: May 7, 2026	By:	/s/ Ali Kashani
		Ali Kashani
		Chief Executive Officer
		(Principal Executive Officer)
Dated: November 14, 2025	By:	/s/ Brian Read
Dated: May 7, 2026	By:	/s/ Brian Read
		Brian Read
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

4548

Filing Compare · Serve Robotics Inc. /DE/