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BETA Technologies, Inc. (BETA)

CIK: 0001784570. SIC: 3721 Aircraft. Latest 10-K as of: 2026-03-09.

SIC breadcrumb: Manufacturing > Transportation Equipment > SIC 3721 Aircraft

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1784570. Latest filing source: 0001628280-26-015838.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue35,616,000USD20252026-03-09
Net income-745,868,000USD20252026-03-09
Assets2,106,265,000USD20252026-03-09

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001784570.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2022202320242025
Revenue15,357,00015,092,00035,616,000
Net income-175,563,000-275,645,000-745,868,000
Operating income-186,570,000-272,220,000-372,668,000
Gross profit13,332,00010,573,00025,715,000
Diluted EPS-4.50-6.77-12.85
Operating cash flow-158,015,000-222,661,000-267,798,000
Capital expenditures153,240,00073,509,00045,447,000
Share buybacks0.00530,0000.00
Assets666,372,0002,106,265,000
Liabilities230,429,000288,429,000
Stockholders' equity551,280,000385,438,000435,943,0001,817,836,000
Cash and cash equivalents253,545,000301,396,0001,710,227,000
Free cash flow-311,255,000-296,170,000-313,245,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2022202320242025
Return on equity-45.55%-63.23%-41.03%
Return on assets-41.37%-35.41%
Liabilities / equity0.530.16
Current ratio5.7922.77

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001784570.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2025-Q32025-09-308,918,000-437,214,000-9.83reported discrete quarter
2025-Q42025-12-3111,133,000-149,959,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3110,133,000-122,309,000-0.53reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-033914.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-12. Report date: 2026-03-31.

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

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report filed with the SEC on March 9, 2026. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, including those discussed below and in the section titled “Risk Factors” included under Part II, Item 1A below, as well as in the Annual Report, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements. Unless otherwise indicated or the context otherwise requires, all references in this section to the “Company,” “BETA,” “we,” “us” or “our” refer to BETA Technologies, Inc. and its consolidated subsidiaries.

Overview

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

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

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

Recent Developments

On March 9, 2026, BETA was named in the selections made by the U.S. Department of Transportation and Federal Aviation Administration as a launch participant in its eVTOL Integration Pilot Program (“eIPP”). The program is designed to accelerate the safe deployment of electric and vertical flight in the U.S. The Company was selected to participate in seven of eight eIPP launch programs and is expecting to operate in at least 10 states across the U.S. and include flight operations with ALIA CTOL and VTOL aircraft, as well as ground support operations utilizing the Company’s ground service equipment (“GSE”).

On March 12, 2026, BETA and Surf Air Mobility Inc. entered into a purchase agreement for a firm order of 25 ALIA CTOL aircraft and the option to purchase up to 75 additional aircraft.

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Results of Operations

Comparison of Results for the Three Months Ended March 31, 2026 and 2025

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

Three Months Ended March 31,

Increase (Decrease)

($)

Increase (Decrease)

(%)

2026

2025

Revenues:

Product

$

963 

$

2,488 

$

(1,525)

(61

%)

Service

9,170 

7,111 

2,059 

29

%

10,133 

9,599 

534 

6

%

Cost of revenues:

Product

596 

533 

63 

12

%

Service

3,705 

1,205 

2,500 

*

4,301 

1,738 

2,563 

*

Gross margin:

Product

367 

1,955 

(1,588)

(81

%)

Service

5,465 

5,906 

(441)

(7

%)

5,832 

7,861 

(2,029)

(26

%)

Operating expenses:

Research and development

91,739 

57,864 

33,875 

59

%

General and administrative

47,050 

28,014 

19,036 

68

%

Total operating expenses

138,789 

85,878 

52,911 

62

%

Loss from operations

(132,957)

(78,017)

54,940 

70

%

Other (income) expense:

Interest income

(14,481)

(2,697)

11,784 

*

Interest expense

3,617 

2,860 

757 

26

%

Total other (income) expense

(10,864)

163 

11,027 

*

Loss before income taxes

(122,093)

(78,180)

43,913 

56

%

Provision for income taxes

216 

98 

118 

*

Net loss

$

(122,309)

$

(78,278)

$

44,031 

56

%

______________

*    Percentage increase (decrease) is not meaningful

Revenues

Our product revenue is primarily generated from the sale of tangible products such as our batteries, motors, flight control systems and an international network of electric charging and related equipment (“Enabling Technologies”). Our service revenue is primarily generated from engineering, consulting and other service arrangements for our customers. Service revenue also includes revenue associated with usage of and priority access to our charge stations.

Product revenues decreased by $1.5 million, or 61%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was attributable to the delivery of electric propulsion motors and batteries to commercial customers totaling $2.3 million during 2025, offset by a new contract with a commercial customer to deliver GSE of $0.8 million during 2026.

Service revenues increased by $2.1 million, or 29%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to contracts with commercial customers of $6.2 million related to engineering and consulting services to support our customers’ research and development activities and $0.1 million related to priority access to the Company’s charging stations, offset by $4.2 million related to completion of services for the U.S. government during 2025.

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Cost of Revenues

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

Cost of product revenues increased by $0.1 million, or 12%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to labor and material costs to fulfill contracts with commercial customers.

Cost of service revenues increased by $2.5 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to an increase of $2.8 million in labor and material costs to fulfill contracts with commercial customers, partially offset by $0.3 million due to completion of services for the U.S. government during 2025.

Research and Development Expenses

We have invested in research and development for our electric aircraft and Enabling Technologies. We manage our expenses based on several factors, including industry conditions and expected demand for our products and services.

Research and development expenses increased $33.9 million, or 59%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft, electric propulsion systems, charging solutions and network. As part of these efforts, we incurred increased expenses for parts and materials of $7.5 million, labor costs including stock-based compensation expense of $14.1 million, warrant expense of $5.6 million resulting from the collaborative arrangement with GE Aerospace and other expenses of $6.7 million.

General and Administrative Expenses

General and administrative expenses increased $19.0 million, or 68%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to increased stock-based compensation expense of $10.3 million, salaries and benefits of $4.4 million due to increased headcount, $2.0 million of professional fees and $2.3 million of other administrative costs.

Other (Income) Expense

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

Interest expense increased $0.8 million, or 26%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to a sale-leaseback transaction that occurred during 2025.

Provision for Income Taxes

Provision for income taxes increased by $0.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to an increase in tax on foreign earnings.

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Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

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

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

A reconciliation between

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-09. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes and other financial information included elsewhere in this Annual Report. This discussion and analysis and other parts of this Annual Report contain forward-looking statements based upon our current plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, strategies, objectives, expectations, intentions and beliefs. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. The “Risk Factors” section of this Annual Report should be carefully read to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see “Special Note Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

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

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

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

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

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Industry Trends and Outlook

The emergence of electric aviation is ushering in a new era of aviation, with the potential to dramatically lower costs, reduce environmental impact and open up entirely new markets. By leveraging electric propulsion technologies, aircraft can be made quieter, more efficient and less expensive to operate than traditional, fuel-based aircraft. This shift is especially significant for urban and regional routes, where electric aircraft can enable point-to-point travel within and among cities and underserved areas, bypassing the need for large airport infrastructure. This will be impactful for cargo and logistics, medical, defense and passenger operations. This opportunity will continue to grow and, as battery technology and regulatory frameworks evolve, electric aviation is set to further unlock a wave of innovation, of which we believe we are at the forefront. Moreover, as the global installed fleet of BETA aircraft continues to grow, replacement batteries and maintenance requirements are also expected to grow. These maintenance requirements are recurring and often times non-deferrable, even during periods of economic downturn or reduced demand for commercial air travel. In addition, to support growing fleets of electric aircraft, charging infrastructure will be required at airports and vertiports globally. We primarily compete across four end markets within the aerospace industry: cargo and logistics, medical, defense and passenger.

Cargo and Logistics: We believe cargo and logistics represent a near-term, sizable and compelling opportunity for our aircraft and products. Based on the demand for timely supply chain solutions caused by the rise of e-commerce, large global parcel and e-commerce companies have tested and placed orders for electric aircraft and drones to address supply chain constraints. In 2024, e-commerce made up approximately 16% of total retail sales in the United States, based on the U.S. Census Bureau, 2024 Annual Retail Trade Survey. In parallel, customers are increasingly demanding faster delivery times, pressuring traditional distribution networks. The introduction of electric aircraft in cargo and logistics, specifically in rural areas, received additional support in the June 2025 Executive Order. Customers including UPS and Bristow have placed Firm Orders for BETA aircraft.

Medical: Electric aviation, both CTOL and VTOL, are well-suited to meet the growing demand for fast, reliable and environmentally sustainable healthcare logistics. Our aircraft are uniquely suited for medical operations with their large and flexible interior spaces. Lower operating costs of electric aircraft make them well-suited for Medical Cargo and Low-Acuity Patient Transfer missions. Customers including United Therapeutics, Metro Aviation and New Zealand Air Ambulance have placed Firm Orders for BETA aircraft.

Defense: Our ALIA platform is well-suited for emerging necessities of modern warfare in both their low maintenance burden and its autonomy-ready designs. Current events and conflicts across the globe have resulted in increased defense and national security spending, both nationally and internationally. Existing defense logistics platforms, mainly helicopters, are poorly suited for imminent threats, including conflicts across wide expanses of ocean. In the United States, defense and national security spending benefits from strong bi-partisan support, which has resulted in a stable and growing investment over time. Our demand forecast consists of nearly 2,000 BETA aircraft for defense applications through 2035, based on U.S. Military estimates and internal opportunity sizing. We believe that our Enabling Technologies and their high degree of mission flexibility align closely with key national security focus areas and that meaningful new opportunities exist as the U.S. defense budget is expected to expand.

Passenger: We believe that the demand for urban and regional air mobility services will usher in a new wave of growth for the commercial aerospace market. Based on 2025 airline schedule data, 20% of flights globally are under 300 miles, demonstrating this trend. As traditional, ground-based transportation alternatives become increasingly expensive and population growth accelerates, their scalability is becoming highly questionable. At the same time, technological advances in battery energy density, propulsion, design and materials are enabling aircraft to serve shorter distances in a more cost-effective and environmentally sustainable manner. The convergence of these forces has led airlines, aircraft lessors and charter companies to place orders for over 10,000 aircraft worth over $80 billion. We expect these trends to continue and create new opportunities to convert terrestrial transportation demand to aircraft.

Factors and Trends Affecting Our Business

Development of the Urban and Regional Air Mobility Markets

We expect to derive revenue from the continued development of aerial transportation for cargo and logistics, medical, defense and passenger applications globally. Our ALIA CTOL and ALIA VTOL aircraft are well-positioned to serve the urban and regional air mobility markets. While we believe the global market for urban and regional aerial transportation will be large, it remains in the early stages of development and there is no guarantee of future demand.

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Government Certification

In the U.S., new aircraft must undergo a rigorous FAA certification process to ensure the design, manufacturing and individual aircraft meet all applicable safety and airworthiness standards. This process begins with Type Certification, in which the FAA evaluates the aircraft design through extensive ground and flight testing to verify compliance with federal regulations. The Type Certification process is conducted in five phases. Phases one to three cover definition of requirements and the applicant's plan to meet the FAA requirements. Phase four covers collecting the data to prove the design meets the FAA's requirements. Phase five maintains the aircraft during commercial operations. We began working with the FAA in 2020 and have made significant progress toward the certification of both our eCTOL aircraft and our eVTOL aircraft, as well as the certification of our electric engines. We expect to be an early manufacturer to achieve Part 23 FAA Type Certification for an electric aircraft, which we believe will allow us to reach a large addressable market of cargo and logistics, medical, defense and passenger operators, while simultaneously building momentum for our VTOL and larger passenger aircraft variants. We are currently building CTOL aircraft, to be completed in 2026, that will be conformity inspected by the FAA and used in certification flight testing. Our business will require continued focus leading up to certification of our aircraft, including, but not limited to, prototyping and testing, manufacturing, software development, certification, infrastructure and commercialization. Further modifications required by the FAA to our CTOL electric aircraft’s existing certification basis, or other regulatory changes or revisions, could delay our ability to obtain Type Certification for our VTOL aircraft, and could delay our ability to commercialize our electric aircraft and Enabling Technologies. We have not yet delivered any certified aircraft and therefore, no associated revenue has been recognized.

We expect the FAA Type Certificate will be reciprocated in certain global markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities. This reciprocal recognition provides the regulatory foundation for civil operation of our aircraft in non-U.S. markets. Following FAA Type Certification, we intend to pursue validation with foreign regulators, in support of Firm Orders from customers. We have also initiated discussions with EASA regarding validation of H500A and ALIA CTOL. We anticipate that we will start the validation process on H500A with EASA immediately following FAA Type Certification, which we believe can position us for efficient international expansion as we develop commercial operations around the world.

In addition to certifying our aircraft and engines, we are also working towards Production Certification of the facilities and processes that we use to build our products. While we expect to meet the applicable requirements, if we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or if any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial electric aircraft or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition or results of operations.

Financing and Commercialization

On November 5, 2025, the Company completed its IPO of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share, inclusive of the exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. The Company received net proceeds from the IPO of $1,103,327, after deducting $63,922 in underwriting discounts and commissions.

Since inception, we have made investments across research and development, facilities, equipment and tooling needed to move toward manufacturing of our aircraft and charging systems. Current and future programs will require significant research and development effort, including extensive testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Near-term cash requirements include investing in our manufacturing facilities and equipment, supporting FAA certification, scaled manufacturing operations for commercialization and development and production of electric aircraft and Enabling Technologies. As a result of these anticipated expenditures, we will need additional financing to support our continuing operations and pursue our growth strategy.

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Recent Developments

On December 2, 2025, BETA was selected by EVE to supply electric pusher motors for EVE's conforming prototypes and production aircraft. The agreement represents a potential 10-year opportunity for BETA up to $1 billion subsequent to an initial evaluation period in which EVE will purchase, test and validate the performance of BETA's motors in EVE's prototype aircraft.

During 2025, the U.S. Department of Transportation and the Federal Aviation Administration announced the eVTOL Integration Pilot Program ( the “eIPP”). The eIPP is designed to accelerate the safe integration of eVTOL and other advanced air mobility aircraft into the national airspace system, supporting continued global leadership in aviation and bringing the benefits of this technology to communities across the country. BETA is supporting state and local partners across the United States in their proposals for electric aircraft operations and infrastructure under the eIPP.

Results of Operations

Comparison of Results for the Years Ended December 31, 2025 and 2024

Discussion of the results of operations for the year ended December 31, 2024 as compared to December 31, 2023 was included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Prospectus, as filed with the SEC on November 4, 2025.

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

Year Ended December 31,

Increase

(Decrease)

Increase

(Decrease)

2025

2024

($)

(%)

Revenues:

Product

$

12,429 

$

1,857 

$

10,572 

*

Service

23,187 

13,235 

9,952 

75 

%

35,616 

15,092 

20,524 

*

Cost of revenues:

Product

4,003 

1,521 

2,482 

*

Service

5,898 

2,998 

2,900 

97 

%

9,901 

4,519 

5,382 

*

Gross margin:

Product

8,426 

336 

8,090 

*

Service

17,289 

10,237 

7,052 

69 

%

25,715 

10,573 

15,142 

*

Operating Expenses:

Research and development

259,892 

206,910 

52,982 

26 

%

General and administrative

138,491 

75,883 

62,608 

83 

%

Total operating expenses

398,383 

282,793 

115,590 

41 

%

Loss from operations

(372,668)

(272,220)

100,448 

37 

%

Other expense (income):

Interest expense

12,972 

11,427 

1,545 

14 

%

Interest income

(20,147)

(8,516)

11,631 

*

Loss on issuance of convertible preferred stock

379,619 

— 

379,619 

*

Total other expense

372,444 

2,911 

392,795 

*

Loss before income taxes

(745,112)

(275,131)

493,243 

*

Provision for income taxes

756 

514 

242 

47 

%

Net loss

$

(745,868)

$

(275,645)

$

493,485 

*

*Percentage increase (decrease) is not meaningful

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Revenues

Our product revenue is primarily generated from the sale of tangible products such as our Enabling Technologies. Our service revenue is primarily generated from engineering, consulting and other service arrangements for our customers. Service revenue also includes revenue associated with usage of and priority access to our charge stations and from sales-type lease income.

Product revenues increased $10.6 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to new contracts with commercial and foreign government customers to deliver electric propulsion motors, batteries, flight control systems and ground support equipment totaling $11.7 million offset by $1.1 million due to a non-recurring contract for the forward operating base (the “FOB”) completed in 2024, which did not repeat in 2025.

Service revenues increased $10.0 million, or 75%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to new and existing contracts with commercial customers of $6.0 million related to engineering and consulting services to support our customers’ research and development activities, $1.6 million related to priority access to the Company’s charging stations and a net increase of $2.4 million from U.S. and foreign government customers during 2025.

Cost of Revenues

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

Cost of product revenues increased $2.5 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 due to an increase in labor and material costs of $3.6 million to fulfill contracts with commercial and foreign government customers, partially offset by a decrease in labor and material costs due to completion of the FOB during 2024 of $1.1 million.

Cost of service revenues increased $2.9 million, or 97%, during the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to an increase of $4.4 million in labor and material costs to fulfill contracts with commercial and government customers, partially offset by a decrease in labor and material costs of $1.5 million due to completion of service agreements with the U.S. government during 2024.

Research and Development Expenses

We have invested in research and development for our electric aircraft and Enabling Technologies. We manage our expenses based on several factors, including industry conditions and expected demand for our products and services.

Research and development expenses increased $53.0 million, or 26%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to continued spend related to the development, testing, certification and prototype production of our electric aircraft, electric propulsion systems, charging solutions and network. As part of these efforts, we incurred increased expenses for parts and materials of $17.4 million, labor costs including stock-based compensation of $18.9 million, depreciation and amortization of $4.7 million resulting from our investment in our Final Assembly Facility and related equipment and tooling, warrant expense of $6.1 million resulting from the collaborative arrangement with GE Aerospace and other expenses of $5.9 million.

General and Administrative Expenses

General and administrative expenses increased $62.6 million, or 83%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to increased stock-based compensation expense of $19.6 million, salaries and benefits of $21.0 million due to increased headcount and personnel costs, $13.0 million of professional fees and $9.0 million of other administrative costs.

Other Expense (Income)

Interest expense increased $1.5 million, or 14%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily attributable to the timing of the last borrowing under our Ex-Im Credit Facility during 2024 and a sale-leaseback transaction during 2025.

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Interest income increased $11.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was attributable to the proceeds from convertible preferred stock offerings and the IPO, which are held in interest-bearing accounts.

Loss on issuance of convertible preferred stock was $379.6 million for the year ended December 31, 2025. The loss was attributable to the difference between the fair value and aggregate proceeds received from the issuance of Series C and C-1.

Provision for Income Taxes

Provision for income taxes increased $0.2 million, or 47%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in the taxes on foreign earnings.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

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

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

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

Year Ended December 31,

2025

2024

Net loss

$

(745,868)

$

(275,645)

Increase (decrease) as adjusted for:

Interest income

(20,147)

(8,516)

Interest expense

12,972 

11,427 

Provision for income taxes

756 

514 

Depreciation and amortization expense

22,026 

16,464 

EBITDA

$

(730,261)

$

(255,756)

Loss on issuance of convertible preferred stock

379,619 

— 

Stock-based compensation expense

34,761 

12,105 

Warrant expense

6,073 

— 

Loss on disposal of property and equipment

3,410 

365 

IPO readiness costs(1)

2,258 

— 

Adjusted EBITDA

$

(304,140)

$

(243,286)

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

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Liquidity and Capital Resources

We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018 and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding and consideration from contracts with customers, as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for contractual obligations and the development of our electric aircraft and Enabling Technologies. As of December 31, 2025, we had cash and cash equivalents of $1,710 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have, in the past, and may, in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See Note 1 “Nature of Operations and Liquidity” to the consolidated financial statements and the heading “Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” in Part I, Item 1A. “Risk Factors” included elsewhere in this Annual Report.

Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services, including our battery, motor and charging services. Near-term cash requirements will also include spending on research and development of emerging technologies, strategic growth initiatives, including obtaining certifications and manufacturing our aircraft, commercial and go-to market infrastructure. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

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

Capital Expenditures

During the year ended December 31, 2025 and 2024, we used $45.4 million and $73.5 million in cash, respectively, to fund capital expenditures. Capital expenditures during the year ended December 31, 2025 primarily related to the purchase of aircraft, production tooling, facility and land improvements, and buildings.

Sources of Cash

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

Year Ended December 31,

2025

2024

2023

Net cash (used in) provided by:

Operating activities

(267,798)

(222,661)

(158,015)

Investing activities

(44,076)

(68,806)

(152,333)

Financing activities

1,725,086 

339,331 

134,329 

Effect of currency translation on cash, cash equivalents and restricted cash

28 

25 

(141)

Net increase (decrease) in cash, cash equivalents and restricted cash

1,413,240 

47,889 

(176,160)

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Operating Activities

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

For the year ended December 31, 2025, net cash used in operating activities was $267.8 million due to a net loss of $745.9 million, offset by non-cash charges including $22.0 million related to depreciation and amortization, $34.8 million related to stock-based compensation, $379.6 million related to loss on issuance of convertible preferred stock, $6.1 million of warrant expense, $6.2 million of other non-cash charges and $29.4 million of cash provided by changes in operating assets and liabilities.

For the year ended December 31, 2024, net cash used in operating activities was $222.7 million, primarily due to a net loss of $275.6 million, offset by non-cash charges including $16.5 million related to depreciation and amortization, $12.1 million related to stock-based compensation, $2.8 million of other non-cash charges and $21.6 million of cash provided by changes in operating assets and liabilities.

Investing Activities

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

For the year ended December 31, 2025, net cash used in investing activities was $44.1 million, due to net purchases of property and equipment of $45.4 million, partially offset by proceeds from the sale of property and equipment of $1.4 million.

For the year ended December 31, 2024, net cash used in investing activities was $68.8 million, due to net purchases of property and equipment of $73.5 million, partially offset by proceeds from the sale of property and equipment of $4.7 million.

Financing Activities

For the year ended December 31, 2025, net cash provided by financing activities was $1,725.1 million, primarily due to proceeds received from the initial public offering of $1,103.3 million, proceeds received from Series C and C-1 convertible preferred stock totaling of $606.3 million, proceeds from the sale-leaseback transaction of $32.7 million, offset by offering costs related to our financing transactions totaling $18.6 million.

For the year ended December 31, 2024, net cash provided by financing activities was $339.3 million, primarily due to the proceeds received from issuances of our Series C Preferred Stock of $324.0 million and the proceeds received from the issuance of our promissory note of $15.5 million.

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Credit Facility

On December 13, 2023, we entered into our Credit Facility, which provided commitments in an aggregate amount equal to $170.1 million to, among other things, finance certain of our goods and services costs related to the design, planning, permitting, and construction of the Final Assembly Facility. Our Credit Facility matures on December 20, 2038. As of December 31, 2025, we have fully drawn down the Credit Facility in an aggregate principal amount equal to $151.3 million, net of exposure fees of $18.9 million.

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

The Company is no longer able to draw down further funds under our Credit Facility given that each of:

(a)the commitment availability period for drawing funds thereunder has expired in accordance with its terms; and

(b)the commitments under our Credit Facility have been fully drawn.

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

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

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

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

Contractual Obligations and Commercial Commitments

See Note 5 “Notes Payable” in the notes to our consolidated financial statements for further detail of the Company's debt obligations and the timing of expected future principal and interest payments.

See Note 6 “Leases” in the notes to our consolidated financial statements for further detail of the Company's lease obligations and the timing of expected future lease payments.

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Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In connection with preparing our consolidated financial statements and interim condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates.

Our significant accounting policies are discussed in Note 2 “Basis of Presentation and Accounting Policies” in the notes to our consolidated financial statements. Management believes that the following accounting policies are critical to fully understanding and evaluating our reported financial results, and they require management to make estimates about the effect of matters that are inherently uncertain.

Stock-Based Compensation

We measure all stock options, restricted stock units and other stock-based awards granted to employees, non-employees and directors based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is generally the vesting period of the respective award. We generally issue stock options with only service-based vesting conditions and record the expense for such awards using the straight-line accounting method. We recognize forfeitures at the time forfeitures occur.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions. These assumptions include:

•Fair value of Common Stock – Following our IPO, in connection with our accounting for granted stock options, restricted stock units and other awards we may grant, the fair value of our common stock is determined based on the quoted market price. See discussion below for our determination of the fair value of our Common Stock prior to IPO.

•Expected volatility – We estimate our expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until we have adequate historical data regarding the volatility of our own traded stock price.

•Expected term – The expected term of our stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options is equal to the weighted average vesting term plus the contractual term divided by two.

•Risk-free interest rate – 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 – The expected dividend yield is zero because we have never paid cash dividends on Common Stock and do not expect to pay any cash dividends in the foreseeable future.

Fair Value of Common Stock prior to IPO, Preferred Stock and Warrants

During 2025, the Company issued shares of Series C and Series C-1 convertible preferred stock. The Company recorded a non-cash loss for the difference between the purchase price and the fair value of the convertible preferred stock issued. Additionally, the Company issued warrants for common stock.

The estimated fair value of the common stock prior to IPO, Series C and C-1 convertible preferred stock and warrants was determined using a third-party valuation prepared using the hybrid method, with one or more scenarios using the option pricing model (the “OPM”) to allocate the equity value to respective share classes. The valuation was based on numerous inputs and assumptions including, but not limited, to economic factors, industry trends and likelihood of achieving a liquidity event. A discount for lack of marketability of the common stock was then applied to arrive at an indication of value for the common stock.

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Recently Issued Accounting Pronouncements

See Note 2 “Basis of Presentation and Accounting Policies” to our consolidated financial statements for discussion of recent accounting pronouncements.

Related Party Transactions

See Note 14 “Related Party Transactions” to our consolidated financial statements for discussion of related party transactions.

Emerging Growth Company Status

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

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

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.