BETA Technologies, Inc 10-Q for FY2026 Q1
BETA Technologies, Inc. (BETA)
10-Q
2026-05-12
For: 2026-03-31
View Original
Added on
May 12, 2026
About this 10-Q
BETA Technologies, Inc filed this 10-Q on May 12, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $10.13M
- up 5.6% from $9.6M a year earlier
- Net loss
- $122.31M
- compared with a net loss of $78.28M a year earlier
- Diluted EPS
- -$0.53
- compared with -$1.98 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission File Number: 001-42932
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (802 ) 281-3623
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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, 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 | |||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 07, 2026, there were 222,254,535 shares of Class A common stock, $0.0001 par value per share, and 8,501,484 shares of Class B common stock, $0.0001 par value per share, outstanding.
Table of Contents
| Page | |||||||||||
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or the negative of such terms or similar terminology. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the Company’s assumptions about:
•our ability to design, manufacture and deliver our aircraft and other offerings to customers;
•our ability to obtain all required certifications, licenses, approvals, or authorizations from governmental authorities;
•our ability to achieve our business milestones for the commercialization of our aircraft and other offerings in a timely manner, or at all;
•the impact of competing products, services, or technologies or technological changes that result in reduced demand for our aircraft or other offerings, or in other adverse effects on the electric and hybrid electric aviation (including Vertical Takeoff and Landing (“VTOL”) aircraft) industry or our business;
•our ability to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require;
•our ability to manage and grow our business effectively;
•risks associated with our defense program and our ability to secure and comply with existing or future contracts or otherwise grow our relationship with the U.S. Military and other U.S. governmental organizations;
•the potential for losses and adverse publicity stemming from any accidents or other incidents involving aircraft and, in particular, from accidents involving electric aircraft, or battery solutions, such as lithium-ion batteries;
•natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints, and regulatory conditions;
•our dependence on suppliers and service partners for raw materials and certain parts and components;
•threats of cybersecurity-related attacks and other cyber-incidents;
•our success in retaining or recruiting, or changes in, our officers or other key employees or our directors;
•our ability to address a wide variety of extensive and evolving laws and regulations with which we are, or may in the future be, required to comply;
•changes in tax laws or regulations that are applied adversely to us or challenges to our tax positions;
•claims and litigation that could ultimately be resolved against us;
•the cost of compliance with governmental regulations, evolving scrutiny, and changing expectations from global regulators and our stakeholders regarding our environmental, social, and governance practices and value proposition;
•costs incurred in complying with, or liabilities or obligations imposed under, environmental health and safety laws and regulations; and
•the other factors set forth in “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by our subsequent filings with the Securities and Exchange Commission (the “SEC”).
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
1
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q, as well as any subsequent filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “BETA,” the “Company,” “we,” “us,” and “our,” refer to BETA Technologies, Inc. and its consolidated subsidiaries.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable(1) | ||||||||||||||
Prepaid expenses and other current assets(1) | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
Payroll liabilities | ||||||||||||||
Deferred revenue(2) | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Notes payable | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
Deferred revenue, non-current(2) | ||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
Notes payable, non-current(3) | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (see Note 6) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock, $ Authorized - Issued and outstanding - | ||||||||||||||
Class A Common stock, $ Authorized - Issued and outstanding - | ||||||||||||||
Class B Common stock, $ Authorized - Issued and outstanding - | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
______________
(1)Includes related party amounts of $4,593 and $2,202 (accounts receivable) and $0 and $2,802 (prepaid expenses and other current assets) as of March 31, 2026, and December 31, 2025, respectively (see Note 11).
(2)Includes related party amounts of $1,162 and $1,011 (deferred revenue) and $8,970 and $8,290 (deferred revenue, non-current) as of March 31, 2026, and December 31, 2025, respectively (see Note 11).
(3)Includes related party amounts of $32,751 and $32,626 as of March 31, 2026, and December 31, 2025, respectively (see Note 11).
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||
Product | $ | $ | ||||||||||||
Service(1) | ||||||||||||||
| Cost of revenues: | ||||||||||||||
| Product | ||||||||||||||
| Service | ||||||||||||||
| Gross margin: | ||||||||||||||
| Product | ||||||||||||||
| Service | ||||||||||||||
| Operating expenses: | ||||||||||||||
Research and development(2) | ||||||||||||||
General and administrative(2) | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Loss from operations | ( | ( | ||||||||||||
| Other (income) expense: | ||||||||||||||
Interest income | ( | ( | ||||||||||||
Interest expense(3) | ||||||||||||||
| Total other (income) expense | ( | |||||||||||||
| Loss before income taxes | ( | ( | ||||||||||||
| Provision for income taxes | ||||||||||||||
| Net loss | ( | ( | ||||||||||||
| Convertible preferred stock paid-in-kind dividend | ||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ( | $ | ( | ||||||||||
| Comprehensive loss: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||
| Comprehensive loss | $ | ( | $ | ( | ||||||||||
______________
(1)Includes related party amounts of $7,999 and $2,182 for the three months ended March 31, 2026 and 2025, respectively (see Note 11) .
(2)Includes related party amounts of $5,634 and $0 attributable to warrant expense (research and development) and $87 and $(103 ) (general and administrative) for the three months ended March 31, 2026 and 2025, respectively (see Note 11).
(3)Includes related party amounts of $701 and $0 for the three months ended March 31, 2026 and 2025, respectively (see Note 11).
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
Convertible Preferred Stock (Series A, B, C and C-1) | Common Stock Including Class A, Class B and Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
Shares(1) | Amount | Shares(1) | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible Series C preferred stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Convertible preferred stock paid-in-kind dividend | - | - | - | ( | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant expense | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
______________
(1)Share amounts have been adjusted to reflect the 6.3811681 -for-1 forward stock split that became effective on November 3, 2025 in connection with the initial public offering.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Loss on disposal of property and equipment | ||||||||||||||
| Stock-based compensation | ||||||||||||||
Warrant expense | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Other | ||||||||||||||
| Net changes in operating assets and liabilities | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from convertible Series C preferred stock | ||||||||||||||
| Payment of convertible Series C preferred stock issuance costs | ( | ( | ||||||||||||
Payment of other initial public offering issuance costs | ( | |||||||||||||
| Repayment of borrowings | ( | ( | ||||||||||||
| Exercise of stock options | ||||||||||||||
| Principal payments on finance lease obligations | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of currency translation on cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Cash paid for interest | ||||||||||||||
Cash paid for operating leases | ||||||||||||||
| Non-cash investing and financing activities | ||||||||||||||
| Right-of-use assets recognized for new leases | ||||||||||||||
| Property and equipment recorded in accounts payable | ||||||||||||||
Stock issuance costs recorded in accounts payable and accrued liabilities | ||||||||||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the total of the amounts in the condensed consolidated statements of cash flows:
| March 31, 2026 | March 31, 2025 | |||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash included in: | ||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||
Other assets | ||||||||||||||
Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
BETA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
1.Nature of Operations
BETA Technologies, Inc. (“BETA” or the “Company”) specializes in the design, development and manufacturing of electric aircraft, including advanced flight control and electric propulsion systems, with a focus on clean aviation technology. The Company has wholly-owned subsidiaries located in the United States and certain foreign jurisdictions for the purpose of holding its interests in aircraft, intellectual and real property.
2.Basis of Presentation and Accounting Policies
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly state the financial position, results of operations, cash flows and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2025.
Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company.
Summary of Significant Accounting Policies
There have been no changes to the Company’s significant accounting policies described in Note 2 “Basis of Presentation and Accounting Policies” to the consolidated financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2025 that have had a material impact on the condensed consolidated financial statements and related notes.
7
Concentration of Credit Risk
As of March 31, 2026 and December 31, 2025, 96 % and 85 % of accounts receivable, respectively, were derived from customers in excess of 10% of total accounts receivable.
Specific revenue from customers exceeding 10% of total revenues for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Customer A | * | |||||||||||||
Customer B | ||||||||||||||
| Customer C | * | |||||||||||||
| Customer D | * | |||||||||||||
| Customer E | * | |||||||||||||
______________
*Less than 10%
Collaborative Arrangement
During September 2025, the Company entered into a collaborative arrangement with General Electric Company, operating as GE Aerospace (“GE Aerospace”) and in connection with this arrangement, issued warrants to purchase Class A common stock. During the three months ended March 31, 2026, the Company recorded research and development expense of $6,134 , which includes $5,634 of warrant expense. As of March 31, 2026, there was $55,529 of unrecognized compensation cost related to unvested warrants.
Fair Value Disclosures
As of March 31, 2026 and December 31, 2025, cash and cash equivalents included $1,418,434 and $1,550,925 of cash equivalents, respectively. The Company’s cash equivalents are determined to be Level 1 in the fair value hierarchy.
The Company’s credit facility under its credit agreement with the Export-Import Bank of the United States (the “Ex-Im Credit Facility”) is recorded on an amortized cost basis and had a fair value of $154,421 and $155,507 as of March 31, 2026 and December 31, 2025, respectively. The fair value of the Ex-Im Credit Facility is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.
8
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose in the notes to the consolidated financial statements, specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. ASU 2025-01 clarifies that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim reporting periods beginning after December 15, 2029. The Company does not anticipate that the standard will have a material impact on the condensed consolidated financial statements.
9
3.Revenue Recognition
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by customer type, product or service type and geographic location, as the Company believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The Company’s revenues by customer type were as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| U.S. and foreign governments | $ | $ | ||||||||||||
| Commercial customers | ||||||||||||||
| Total | $ | $ | ||||||||||||
The Company recognized revenue from sales to customers in the United States during the three months ended March 31, 2026 and 2025 of $9,574 and $9,599 , respectively. The Company generated $559 of revenue from international customers during the three months ended March 31, 2026 and there was no revenue generated from international customers for the three months ended March 31, 2025.
Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of March 31, 2026, the Company’s remaining performance obligations were $25,115 . The Company currently expects to recognize approximately $15,720 of the remaining performance obligations as revenue during the next 12 months and the remaining to be recognized thereafter. For contracts that the Company has elected the practical expedient to recognize revenue in the amount of consideration to which it has the right to invoice the customer based on services provided, the Company does not disclose unsatisfied performance obligations.
Contract Liabilities
10
4.Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Buildings, structures and charging network | $ | $ | ||||||||||||
| Machinery and equipment | ||||||||||||||
| Leasehold and land improvements | ||||||||||||||
| Vehicles and aviation | ||||||||||||||
| Computer equipment and software | ||||||||||||||
| Construction in progress | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
Depreciation expense for the three months ended March 31, 2026 and 2025 was $6,151 and $5,121 , respectively.
During the three months ended March 31, 2026 and 2025, the Company disposed $331 and $1,302 of property and equipment, net, respectively.
5.Leases
The Company’s lease arrangements consist of facility, vehicle, aircraft and equipment, as well as other short-term leases for storage and office space. There have been no material changes to the Company’s leases during the three months ended March 31, 2026.
6.Commitments and Contingencies
As of March 31, 2026, the Company was not aware of any material existing, pending or threatened legal actions against the Company. Additionally, the Company has not incurred any material costs as a result of indemnifications nor experienced any losses related to them. As of March 31, 2026, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.
11
7.Stock-Based Compensation
During the three months ended March 31, 2026, the Company granted 2,236,939 restricted stock units (“RSUs”), which had a weighted-average grant-date fair value of $21.17 per share. Additionally, during the three months ended March 31, 2026, the Company granted 2,575,356 performance-based restricted stock units (“PSUs”) under the Company’s 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $21.41 per share. The PSU grant consists of four distinct tranches that align with quarterly performance objectives. Upon vesting, each RSU and PSU is equivalent to one share of the Company’s Class A common stock. The Company determines the fair value of PSUs using the per-share market price of the Class A common stock on the grant date. The ultimate number of PSUs that vest is contingent on performance against the Company’s quarterly pre-set objectives and will be adjusted based on the probability and timing of performance achievement. Final compensation expense recognized is based on the number of PSUs that ultimately vest. The PSUs granted during the three months ended March 31, 2026 vest within a two-year period. In April 2026, the Company’s Compensation Committee certified achievement of the first quarterly 2026 PSU performance objective, resulting in the vesting of 630,349 PSUs.
There was $14,360 and $44,726 of unrecognized compensation cost related to unvested PSUs and unvested restricted stock granted during the three months ended March 31, 2026, which is expected to be recognized over a weighted-average period of 0.8 and 3.7 years, respectively.
Total stock-based compensation expense was allocated as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cost of product revenues | $ | $ | ||||||||||||
| Cost of service revenues | ||||||||||||||
| Research and development | ||||||||||||||
| General and administrative | ||||||||||||||
| Total stock-based compensation | $ | $ | ||||||||||||
12
8.Net Loss Per Share
The calculations of net loss per share were as follows (in thousands, except share and per-share amounts):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Convertible preferred stock PIK dividend | ||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
| Denominator: | ||||||||||||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | ||||||||||
The Company’s potentially dilutive securities, which include pre-initial public offering (“IPO”) convertible preferred stock, unvested warrants, stock options and restricted stock, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
| March 31, 2026 | March 31, 2025 | |||||||||||||
| Series A convertible preferred stock | ||||||||||||||
| Series B convertible preferred stock | ||||||||||||||
| Series C convertible preferred stock | ||||||||||||||
| Warrants to purchase Class A common stock | ||||||||||||||
| Unvested restricted stock | ||||||||||||||
| Options to purchase Class A common stock | ||||||||||||||
13
9.Segment Reporting
The Company has one
The Company’s CODM is its Chief Executive Officer. During the three months ended March 31, 2026, the Company changed the presentation of the financial information regularly provided to the CODM to evaluate segment performance and inform business decisions. The CODM reviews forecasted-to-actual segment loss for purposes of making operating decisions, allocating resources and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources.
The Company’s prior-period segment amounts have been recast in the table below to conform to the new presentation of significant expenses. A reconciliation of segment loss to net loss was as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||
| Gross profit | ||||||||||||||
| Pre-production manufacturing | ||||||||||||||
| General and administrative | ||||||||||||||
| Research and development | ||||||||||||||
Other segment items(1) | ||||||||||||||
| Segment loss | ( | ( | ||||||||||||
| Unallocated items: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Warrant expense | ||||||||||||||
Other unallocated items(2) | ( | |||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
______________
(1)Includes selling, marketing, shipping and freight expenses.
(2)Includes of loss on disposal of property and equipment, interest income/expense, IPO costs and provision for income taxes.
10.Government Assistance
As a result of government assistance received under the Company’s agreements incorporated in the Annual Report for the year ended December 31, 2025, during the three months ended March 31, 2026 and 2025, the Company recorded a reduction to property and equipment of $45 and $426 , respectively, and $0 and $140 as a reduction to general and administrative expenses, respectively.
14
11.Related Party Transactions
The Company has generated revenue from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, GE Aerospace and Advanced Regenerative Manufacturing Institute, Inc. These amounts are disclosed within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.
Additionally, the Company enters into certain transactions with management for the lease of aircraft and property for use within the business. The aggregate expenses are included with general and administrative expenses for the three months ended March 31, 2026 and 2025.
Sale-Leaseback Transaction
During 2025, the Company entered into a sale-leaseback transaction with an associated company of a board member for two of its buildings with an initial leaseback term of 29 years. Payments representing interest expense were made under the financing.
GE Aerospace
In September 2025, the Company issued convertible Series C-1 preferred stock to GE Aerospace for total proceeds of $300,000 , which converted into Class A common stock as the result of the IPO. Additionally, the Company performed engineering services for GE Aerospace and recognized $6,261 in service revenues during the three months ended March 31, 2026.
15
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.
16
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.
17
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.
18
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 net loss, the most directly comparable GAAP financial measure, and the non-GAAP financial measures is as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net loss | $ | (122,309) | $ | (78,278) | ||||||||||
| Increase (decrease) as adjusted for: | ||||||||||||||
| Interest income | (14,481) | (2,697) | ||||||||||||
| Interest expense | 3,617 | 2,860 | ||||||||||||
| Provision for income taxes | 216 | 98 | ||||||||||||
| Depreciation and amortization expense | 6,151 | 5,121 | ||||||||||||
| EBITDA | $ | (126,806) | $ | (72,896) | ||||||||||
| Stock-based compensation expense | 23,416 | 7,307 | ||||||||||||
Warrant expense | 5,634 | — | ||||||||||||
Loss on disposal of property and equipment | 331 | 871 | ||||||||||||
IPO costs(1) | 179 | — | ||||||||||||
| Adjusted EBITDA | $ | (97,246) | $ | (64,718) | ||||||||||
______________
(1)Represents accounting and advisory expenses incurred in connection with becoming and operating as a public company.
19
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 the development of our electric aircraft and Enabling Technologies. As of March 31, 2026, we had cash and cash equivalents of $1,589 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 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 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 in the Annual Report for the year ended December 31, 2025.
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 three months ended March 31, 2026 and 2025, we used $24.2 million and $6.3 million in cash, respectively, to fund capital expenditures. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, 2026, primarily related to the investment in machinery and equipment, buildings and our charging network.
Sources of Cash
The following table sets forth our cash flows for the periods indicated (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash used in: | ||||||||||||||
| Operating activities | $ | (95,360) | $ | (58,262) | ||||||||||
| Investing activities | (24,176) | (6,250) | ||||||||||||
| Financing activities | (1,248) | (310) | ||||||||||||
| Effect of currency translation on cash, cash equivalents and restricted cash | (41) | (1) | ||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (120,825) | $ | (64,823) | ||||||||||
20
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 three months ended March 31, 2026, net cash used in operating activities was $95.4 million, primarily due to a net loss of $122.3 million and cash used by changes in operating assets and liabilities of $9.4 million, offset by non-cash charges including $6.2 million related to depreciation and amortization, $23.4 million related to stock-based compensation, $5.6 million of warrant expense and $1.1 million of other non-cash charges. For the three months ended March 31, 2026, cash used by changes in operating assets and liabilities of $9.4 million was primarily attributable to a decrease in accounts payable, accrued expenses and current liabilities of $7.1 million.
For the three months ended March 31, 2025, net cash used in operating activities was $58.3 million, primarily due to a net loss of $78.3 million, offset by non-cash charges including $5.1 million related to depreciation and amortization, $7.3 million related to stock-based compensation, $1.5 million of other non-cash charges and $6.1 million of cash provided by changes to operating assets and liabilities. For the three months ended March 31, 2025, cash provided by changes to operating assets and liabilities of $6.1 million was primarily attributable to an increase in accounts payable, accrued expenses and current liabilities of $4.5 million.
Investing Activities
We continue to experience negative cash flows from investing activities as we build our infrastructure and purchase equipment to support the development and commercialization of our electric aircraft and charging network. Cash flows used in investing activities primarily relate to capital expenditures to support our growth in operations, including expenditures related to the construction and expansion of our charging and production facilities, acquisitions of machinery and equipment and tooling and technology infrastructure, partially offset by proceeds from sales of property and equipment.
For the three months ended March 31, 2026, net cash used in investing activities was $24.2 million, due to net purchases of property and equipment.
For the three months ended March 31, 2025, net cash used in investing activities was $6.3 million, primarily due to net purchases of property and equipment of $6.7 million, offset by proceeds from the sale of property and equipment.
Financing Activities
For the three months ended March 31, 2026, net cash used in financing activities was $1.2 million, primarily due to repayment of borrowings of $1.4 million, offset by other financing activities.
For the three months ended March 31, 2025, net cash used in financing activities was $0.3 million, primarily due to proceeds from convertible Series C preferred stock issuances of $0.8 million, offset by payment of convertible Series C preferred stock issuance costs of $1.6 million and other financing activities.
Contractual Obligations and Commercial Commitments
As of March 31, 2026, there were no material changes to our contractual obligations and commercial commitments from those described in Note 5 “Notes Payable” and Note 6 “Leases” in the audited consolidated financial statements included within our Annual Report for the year ended December 31, 2025.
21
Critical Accounting Estimates
In connection with preparing our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. During the three months ended March 31, 2026, there have been no material changes to our critical accounting estimates included in the Annual Report for the year ended December 31, 2025, other than as described below.
PSUs
We measure PSUs granted to employees and non-employees based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is adjusted at each reporting period based on the probability and timing of performance achievement. We estimate the probability and timing of achievement based on available information regarding progress made towards performance objectives at each reporting period. If we later determine that achievement of a performance objective is no longer probable, the associated expense previously recognized will be reversed.
Recently Issued Accounting Pronouncements
See Note 2 “Basis of Presentation and Accounting Policies” to our condensed consolidated financial statements for a discussion of recent accounting pronouncements.
Emerging Growth Company Status
See Note 2 “Basis of Presentation and Accounting Policies” to our condensed consolidated financial statements for a discussion of our status as an emerging growth company.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates and inflation. Going forward, our market risk exposure will generally be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.
Interest Rate Risk
Our cash and cash equivalents are invested in demand deposit accounts and money market funds and are held for working capital purposes. We do not enter into investments for trading or speculative purposes. We believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates due to the short-term nature of our cash equivalents. Declines in interest rates, however, would reduce future interest income.
Credit Risk
Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and money-market cash equivalents. Our cash is held in accounts with multiple financial institutions that we believe are creditworthy. These amounts at times may exceed federally-insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds.
22
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and Rules 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 6 “Commitments and Contingencies” to the condensed consolidated financial statements, which is incorporated herein by reference.
From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in “Risk Factors” in the Annual Report for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Trading Arrangements
On March 17, 2026 , The Godric’s Hollow Trust, an entity affiliated with Kyle Clark , the Company’s Chief Executive Officer and President , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the potential sale of up to 180,000 shares of Class A common stock, subject to certain conditions, from June 16, 2026 through July 10, 2026 . In addition, on March 17, 2026, The Godric’s Hollow Trust entered into a later-commencing trading plan (after the completion or expiration of the earlier-commencing arrangement previously described) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The later-commencing trading plan provides for the sale of up to 550,000 shares of Class A common stock, subject to certain conditions, from July 13, 2026 through September 10, 2026 .
During the three months ended March 31, 2026, no other director or officer of BETA adopted , modified or terminated
24
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:
Exhibit Number | Description | |||||||
3.1* | ||||||||
3.2* | ||||||||
10.1**† | ||||||||
10.2**† | ||||||||
31.1** | ||||||||
31.2** | ||||||||
32.1*** | ||||||||
32.2*** | ||||||||
101.INS | Inline XBRL Instance Document | |||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). | |||||||
*Incorporated herein by reference as indicated.
**Filed herewith.
***Furnished herewith.
† Management compensatory plan or contract.
25
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BETA Technologies, Inc. | |||||||||||
Date: May 12, 2026 | /s/ Kyle Clark | ||||||||||
| Kyle Clark President and Chief Executive Officer | |||||||||||
Date: May 12, 2026 | /s/ Herman Cueto | ||||||||||
| Herman Cueto Chief Financial Officer | |||||||||||
26
BETA TECHNOLOGIES, INC.
2025 OMNIBUS INCENTIVE PLAN
PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the BETA Technologies, Inc. 2025 Omnibus Incentive Plan, as amended from time to time (the “Plan”), BETA Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance-based Restricted Stock Units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Type of Award: | PSUs | ||||
Participant: | [NAME] | ||||
Date of Grant: | [●] | ||||
Total Number of PSUs: | [●] | ||||
Vesting Conditions: | As set forth in the Agreement. | ||||
By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice, and have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
Notwithstanding any provision of this Grant Notice or the Agreement, if you have not executed and delivered to the Company this Grant Notice within 90 days following the Date of Grant, then this Award will terminate automatically without any further action by the Company and the PSUs will be forfeited without further notice and at no cost to the Company unless otherwise determined by the Committee.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.
BETA TECHNOLOGIES, INC.
By:
Name:
Title:
PARTICIPANT
Name: [NAME]
Signature Page to
Performance Restricted Stock Unit Grant Notice
EXHIBIT A
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
This Performance Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between BETA Technologies, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
1.Award. In consideration of the Participant’s continued employment with, or service to, the Company or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby grants to the Participant the number of PSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent earned, each PSU represents the right to receive one Share, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the PSUs have been earned in the manner set forth in Section 2, the Participant will have no right to receive any Shares or other payments in respect of the PSUs. Prior to settlement of this Award, the PSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.
2.Vesting of PSUs. The PSUs shall be eligible to become earned based upon the achievement of the applicable Performance Condition as determined by the Committee (each as defined and further described in Annex A attached hereto).
3.Dividend Equivalent Rights. In the event that the Company declares and pays a regular cash dividend in respect of its outstanding Shares (which, for clarity, does not include any extraordinary cash dividend) and, on the record date for such dividend, the Participant holds PSUs granted pursuant to this Agreement that have not been settled, the Company shall record in a bookkeeping account an amount equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares equal to the number of PSUs held by the Participant that have not been settled as of such record date (the “Dividend Equivalent Rights”), and such Dividend Equivalent Rights shall be subject to the same terms and conditions, including with respect to vesting, forfeitability and transferability, as the underlying PSUs. All amounts, if any, payable as a result of such Dividend Equivalents Rights shall be paid to the Participant in cash (or, at the discretion of the Company, in Shares) on or following, but no later than 30 days after, the PSU Earned Date (as defined in Annex A) with respect to the underlying PSUs. For purposes of clarity, if any of the PSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend Equivalent Rights, if any, accrued with respect to such forfeited PSUs. No interest will accrue on the Dividend Equivalent Rights between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalent Rights.
4.Settlement of PSUs. As soon as administratively practicable following the applicable PSU Earned Date, but in no event later than thirty (30) days after such PSU Earned Date, the Company shall deliver to the Participant a number of Shares equal to the number of earned PSUs subject to this Award. All Shares issued hereunder shall be delivered either by delivering one or more certificates for such Shares to the Participant or by entering such Shares
A-1
in book-entry form, as determined by the Committee in its sole discretion. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
5.Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages (including via Dividend Equivalent Rights) to the Participant for federal, state, local and/or foreign tax purposes, the Company shall have the authority to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the employee portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be withheld with respect to any taxable event arising in connection with this Award. In furtherance of the forgoing, the Participant may make arrangements satisfactory to the Company regarding the payment of any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of this Award, which arrangements include (if and to the extent permitted by the Company) the delivery of cash or cash equivalents, Shares (including previously owned Shares (which are not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying Shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
6.Non-Transferability. During the lifetime of the Participant, the PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the PSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
7.Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of Applicable Law. No Shares will be issued hereunder if such issuance would constitute a violation of any Applicable Law. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel
A-2
to the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any Applicable Law and to make any representation or warranty with respect to such compliance as may be requested by the Company.
8.Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.
9.Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, that any review period under such release will not modify the date of settlement with respect to earned PSUs.
10.No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of the PSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Unless otherwise provided in a written employment agreement or by Applicable Law, the Participant’s employment by the Company, or any such Affiliate, or any other entity shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Participant or the Company, or any such Affiliate, or other entity for any or no reason whatsoever, with or without Cause or notice. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes. The grant of the PSUs is a one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right to receive a grant of Awards or benefits in the future in lieu of Awards in the future, including any adjustment to wages, overtime, benefits or other compensation. Any future Awards will be granted at the sole discretion of the Company.
11.Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other
A-3
security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 11 shall be cumulative and in addition to any other remedies to which such party may be entitled.
12.Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Company, at the Company’s headquarters, to the attention of the General Counsel; and
If to the Participant, at the Participant’s last known address on file with the Company.
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
13.Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access, or to the Participant’s account with the Company’s equity plan administrator. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.
14.Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any Applicable Law.
15.Addendum. Notwithstanding any provisions of this Agreement to the contrary, the PSUs shall be subject to any additional or different terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “Addendum”) attached hereto as Annex B, if applicable. In all circumstances, the Addendum shall constitute part of this Agreement. Further, if the Participant transfers residence and/or employment to, or otherwise becomes subject to the laws, rules and/or regulations of, one of the countries included in the Addendum to this Agreement, the additional or different terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable for legal or administrative reasons (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
A-4
16.Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the PSUs granted hereby; provided¸ however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.
17.Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.
18.Company Recoupment of Awards. The Participant’s rights with respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company recoupment or clawback policy or other agreement or arrangement with the Participant, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other Applicable Law. The Participant’s acceptance of this Award will constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any Company recoupment, clawback or similar policy that may apply to the Participant and this Award, whether adopted before or after the Date of Grant (whether through clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance therewith) and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other similar action, and the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.
19.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.
20.Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
A-5
21.Headings; References; Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require, the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
22.Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail or via electronic acceptance in accordance with Section 13 shall be effective as delivery of a manually executed counterpart of the Grant Notice.
23.Section 409A. The Plan, this Agreement and the PSUs are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan or this Agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in this Agreement) upon expiration of such delay period. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PSUs provided under this Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
[Remainder of Page Intentionally Blank]
[Remainder of Page Intentionally Blank]
A-6
Annex A
Performance Conditions
1.General. The Grant Notice sets forth the total number of PSUs subject to the Award, which PSUs will be eligible to be earned in four equal tranches (each, a “PSU Tranche”) beginning in successive calendar quarters, in each case, subject to achievement of a performance condition (each a “Performance Condition”) relating to the respective PSU Tranche (the four tranches referred to herein as “PSU Tranche 1,” “PSU Tranche 2,” “PSU Tranche 3” and “PSU Tranche 4”, and the corresponding Performance Condition referred to herein as “Performance Condition 1,” “Performance Condition 2,” “Performance Condition 3,” and “Performance Condition 4”, respectively). PSU Tranche 1, PSU Tranche 2, PSU Tranche 3 and PSU Tranche 4 relates to the first, second, third and fourth calendar quarter of 2026, respectively. For the avoidance of doubt, no PSU Tranche is eligible to be earned prior to its related calendar quarter.
2.Earning of PSUs. The first earning opportunity for each PSU Tranche shall occur as soon as practicable following and in no event later than the 15th day of the month following the end of the calendar quarter to which such PSU Tranche relates, with a maximum payout at 100% of the applicable PSU Tranche upon achievement of the applicable Performance Condition during the calendar quarter to which such PSU Tranche relates; provided, that if achievement of the Performance Condition occurs in a subsequent calendar quarter, such payout shall decline by 25% for achievement of the Performance Condition in each subsequent calendar quarter. No payout will result from achievement of a Performance Condition following the end of the fourth calendar quarter following the calendar quarter to which such PSU Tranche relates (see the table below illustrating the scaling payouts for each PSU Tranche). In each case, the Committee shall certify achievement of each Performance Condition (each such date of certification, a “PSU Earned Date”). A Participant’s eligibility to earn any portion of the Award is subject to the Participant’s continued employment with or service to the Company or an Affiliate through the applicable PSU Earned Date. Upon the Participant’s termination of employment or service prior to the applicable PSU Earned Date, any unearned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
PSU Tranche Payout Percentage Assuming Achievement of Performance Condition during indicated Calendar Quarter | ||||||||||||||||||||||||||
| Q1 2026 | Q2 2026 | Q3 2026 | Q4 2026 | Q1 2027 | Q2 2027 | Q3 2027 | Q4 2027 | |||||||||||||||||||
| PSU Tranche 1 | 100% | 75% | 50% | 25% | - | - | - | - | ||||||||||||||||||
| PSU Tranche 2 | - | 100% | 75% | 50% | 25% | - | - | - | ||||||||||||||||||
| PSU Tranche 3 | - | - | 100% | 75% | 50% | 25% | - | - | ||||||||||||||||||
| PSU Tranche 4 | - | - | - | 100% | 75% | 50% | 25% | - | ||||||||||||||||||
A-7
3.Performance Conditions. Each PSU Tranche relates to a Performance Condition as defined in the table set forth below.
| PSU Tranche | Performance Condition | ||||
| PSU Tranche 1 | |||||
| PSU Tranche 2 | |||||
| PSU Tranche 3 | |||||
| PSU Tranche 4 | |||||
Annex AA-8
Annex B
ADDENDUM TO THE
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
FOR PARTICIPANTS OUTSIDE THE UNITED STATES OF AMERICA
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
FOR PARTICIPANTS OUTSIDE THE UNITED STATES OF AMERICA
In addition to the terms of the Agreement, the PSUs are subject to the following additional terms, conditions and notifications set forth in this Addendum. The provisions contained herein are based on the laws in effect in the countries listed in this Addendum as of December 2025. If the Participant is a citizen or resident of a country other than the one in which the Participant is working and/or residing on the Date of Grant, transfers to another country after the Date of Grant, or is considered a resident of another country for local law purposes, the Company may determine, in its discretion, the extent to which the terms and conditions contained herein will apply to the Participant and the PSUs (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer to another jurisdiction). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan, the Grant Notice or the Agreement. For purposes of the Addendum, “Employer” means the entity (e.g., the Company or the Affiliate) that employs the Participant on the applicable date.
PROVISIONS APPLICABLE TO ALL PARTICIPANTS OUTSIDE THE UNITED STATES OF AMERICA
The following provisions apply to Participants based outside the United States of America (“U.S.”) or who are otherwise subject to the laws of a jurisdiction other than the U.S. In general, these terms and conditions supplement the provisions of the Agreement, unless otherwise indicated herein.
1.Settlement of PSUs. Notwithstanding Sections 1 and 4 of the Agreement, the Company, in its sole discretion, may provide for the settlement of the PSUs in the form of:
(a)a cash payment (in an amount equal in value to the Shares underlying the PSUs) to the extent that settlement in Shares (i) is prohibited under Applicable Law, (ii) would require the Participant, or the Company or any of its Affiliates to obtain the approval of any governmental or regulatory body in the Participant’s country of employment and/or residency, (iii) would result in adverse tax consequences for the Participant, the Company or any of its Affiliates, or (iv) is administratively burdensome; or
(b)Shares, but require the Participant to sell such Shares immediately or within a specified period following settlement or the Participant’s Termination of Service (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).
2.Nature of Grant.
Annex B-1
(a)The Plan is operated and the PSUs are granted solely by the Company and only the Company is a party to this Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company, not any Affiliate (including, but not limited to, the Affiliate that employs the Participant).
(b)No Affiliate (including, but not limited to, the Affiliate that employs the Participant) has any obligation to make any payment of any kind to the Participant under this Agreement.
(c)The Participant acknowledges and agrees that the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, cancelled or terminated by the Company, in its sole discretion, at any time, to the extent permitted by the Plan.
(d)Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Participant’s Employer.
(e)The Participant’s participation in the Plan is voluntary.
(f)The value of the PSUs, Dividend Equivalent Rights and any other Awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the PSUs, is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension, retirement or welfare benefits or similar payments.
(g)The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.
(h)No claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs or Dividend Equivalent Rights resulting from the termination of the Participant’s service (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable employment laws or the terms of the Participant’s employment agreement, if any) or from the application of any clawback or recoupment policy adopted by the Company or imposed by Applicable Law.
(i)For purposes of the PSUs and Dividend Equivalent Rights, the Participant’s employment or service will be considered terminated as of the date the Participant is no longer actively providing service to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or service agreement, if any) and, unless otherwise determined by the Company, the right to vest in the PSUs and Dividend Equivalent Rights will terminate as of such date and will not be extended by any notice
Annex B-2
period (e.g., the Participant’s employment or period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or service agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of the PSUs (including whether the Participant may still be considered to be providing service while on a leave of absence).
(j)Neither the Company, the Employer, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PSUs or Dividend Equivalent Rights, the value of the Shares or cash delivered to the Participant, or amounts due to the Participant upon the subsequent sale of any Shares.
3.Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company and/or the Employer, the ultimate liability for all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs or Dividend Equivalent Rights, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs or Dividend Equivalent Rights to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill any and all liability for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, to satisfy any applicable withholding obligations or rights with regard to Tax-Related Items by one or a combination of the following: (i) by providing for the Participant’s delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such withholding liability (or portion thereof); (ii) by having the Company withhold from the Shares otherwise issuable or deliverable to, or that would
Annex B-3
otherwise be retained by, the Participant upon the settlement of the PSUs, as applicable, a number of Shares with an aggregate Fair Market Value equal to the amount of such withholding liability (iii) by withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company, the Employer or any other Affiliate, (iv) by withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs and Dividend Equivalent Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent), (v) by requiring the Participant to tender a cash payment to the Company, the Employer or another Affiliate, and/or (vi) by any other method of withholding determined by the Company to be permitted under the Plan and Applicable Law and, to the extent required by the Plan or Applicable Law, approved by the Committee.
(c)The Company may withhold for Tax-Related Items by considering statutory or other withholding rates, including up to the maximum applicable rates in the Participant’s jurisdiction(s). In the event the application of such withholding rate leads to over-withholding, the Participant may receive a refund of any over-withheld amount in cash from the Company or the Employer (and, in no event, will the Participant have any entitlement to the equivalent amount in Shares); alternatively, if not refunded by the Company or the Employer, the Participant may be able to seek a refund from the local tax authorities. In the event the application of such withholding rate leads to under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested PSUs and Dividend Equivalent Rights, notwithstanding that a number of Shares is held back solely for the purpose of satisfying withholding obligations for Tax-Related Items.
(d)The Participant agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
4.English Language. If the Participant is in a country where English is not the official language, the Participant acknowledges and agrees that (a) the Participant is proficient in the English language, or has consulted with an advisor who is proficient in the English language, so as to enable the Participant to understand the provisions of the Grant Notice, the Agreement, the Plan and (b) it is the Participant’s express intent that the Grant Notice, the Agreement and the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the PSUs, be drawn up in English. If the Participant has received the Grant Notice, the Agreement, the Plan or any other rules, procedures, forms or documents related to the PSUs translated into a language other than English, and if the meaning
Annex B-4
of the translated version is different than the English version, the English version will control, unless otherwise required by Applicable Law.
5.Venue. For purposes of any action, lawsuit or other proceedings brought to enforce the Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Chittenden County, Vermont, United States of America, or the United States District Court for the District of Vermont, and no other courts, where this grant is made and/or to be performed.
6.Waiver. The Participant acknowledges that a waiver by the Company of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by the Participant or any other Participants.
7.Insider Trading. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares or rights linked to the value of Shares during such times the Participant is considered to have “inside information” regarding the Company as defined in the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (a) disclosing the inside information to any third party (other than on a “need to know” basis), and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s Securities Manual, which includes the Company’s policies on insider trading. The Participant acknowledges that it is the Participant’s responsibility to comply with any restrictions and is advised to speak to the Participant’s personal advisor on this matter.
8.Foreign Asset/Account Reporting and Exchange Control Requirements. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from the Participant’s participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside Participant’s country. Applicable laws may require that the Participant report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that the Participant is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult the Participant’s personal legal advisor on this matter.
9.Compliance with Laws. The Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to
Annex B-5
allow the Company and its Affiliates to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). The Participant also agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
10.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan and on any Shares acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
CANADA
1.Settlement of PSUs. Notwithstanding anything to the contrary in the Agreement or any related document, if the Participant is resident or employed in Canada, the Company shall have absolute discretion to settle the PSUs in Shares or in the form of a cash payment or in any combination of the foregoing.
2.Securities Law Notification. The Participant acknowledges and agrees that the Participant permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, provided the resale of Shares takes place outside of Canada through facilities of a stock exchange on which the Shares are listed.
3.Nature of Grant. The following provision replaces Section 2(f) of the section of the Addendum titled “Provisions Applicable to all Participants Outside the United States of America”:
(f) Except as explicitly and minimally required under applicable legislation, the value of the PSUs, Dividend Equivalent Rights and any other Awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the PSUs, is not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension, retirement or welfare benefits or similar payments.
4.Termination of Service. The following provision replaces Section 2(i) of the section of the Addendum titled “Provisions Applicable to all Participants Outside the United States of America”:
For purposes of the PSUs and Dividend Equivalent Rights, except as explicitly and minimally required under applicable legislation, (i) the Participant’s service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or the terms of Participant’s employment or service contract, if any), and (ii) the Participant’s right (if
Annex B-6
any) to earn, seek damages in lieu of, vest in the PSUs or Dividend Equivalent Rights, or otherwise benefit from or participate in the Plan, and any portion of the PSUs, Dividend Equivalent Rights and the Shares subject to the PSUs granted to the Participant under the Plan, will be measured by and terminated, effective as of the date that is the earlier of: (A) the date the Participant is no longer actively providing service to the Company, the Employer or any Affiliate, and (B) the date the Participant receives written notice of termination (the “Termination Date”).
Except to the extent explicitly and minimally required under applicable legislation, the Termination Date shall exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under applicable law (including, but not limited to, statutory law, contract, common/civil law or otherwise) in the jurisdiction where the Participant is employed or otherwise providing services or the terms of Participant’s employment or other service agreement, if any. The Participant will not earn or be entitled to any pro-rated vesting or other participation in the Plan for that portion of time before the Termination Date (as determined by this provision), nor will the Participant be entitled to any compensation for lost vesting or other participation. Subject to applicable legislation, the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the PSUs and Dividend Equivalent Rights (including whether Participant may still be considered to be providing services while on a leave of absence).
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting or other participation during a statutory notice period, the Participant’s right to vest in the PSUs and Dividend Equivalent Rights or otherwise participate in or benefit from the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting or other participation if the vesting or payment date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting or other participation. For clarity, any reference to a Termination Date, Termination of Service or termination of employment under the Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.
5.French Language Documents for Participants in Quebec. A French translation of the Agreement and the Plan will be made available to Participant as soon as reasonably practicable. Notwithstanding anything to the contrary in the Agreement, and unless Participant indicates otherwise, the French translation of the Agreement and the Plan will govern Participant’s participation in the Plan.
Une traduction française de l’Accord et du Plan sera mise à la disposition du Participant dès que raisonnablement possible. Nonobstant toute disposition contraire de l’Accord, et sauf indication contraire du Participant, la traduction française de l’Accord et du Plan régira la participation du Participant au Plan.
Annex B-7
6.Authorization to Release and Transfer Necessary Personal Information for Participants in Quebec. The following provision supplements Section 13.18 of the Plan:
The Participant hereby authorizes the Company and the Company’s representatives, including the broker(s) designated by the Company, to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any Affiliate and the Committee to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Affiliate to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges and agrees that the Participant’s personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges and authorizes the Company, any Affiliate, the Committee and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.
Annex B-8
BETA TECHNOLOGIES, INC.
2025 OMNIBUS INCENTIVE PLAN
2025 OMNIBUS INCENTIVE PLAN
CONSULTANT PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the BETA Technologies, Inc. 2025 Omnibus Incentive Plan, as amended from time to time (the “Plan”), BETA Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance-based Restricted Stock Units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Type of Award: | PSUs | ||||
Participant: | [NAME] | ||||
Date of Grant: | [●] | ||||
Total Number of PSUs: | [●] | ||||
Vesting Conditions: | As set forth in the Agreement. | ||||
By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Consultant Performance Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice, and have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
Notwithstanding any provision of this Grant Notice or the Agreement, if you have not executed and delivered to the Company this Grant Notice within 90 days following the Date of Grant, then this Award will terminate automatically without any further action by the Company and the PSUs will be forfeited without further notice and at no cost to the Company unless otherwise determined by the Committee.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.
BETA TECHNOLOGIES, INC.
By:
Name:
Title:
PARTICIPANT
Name: [NAME]
Signature Page to
Performance Restricted Stock Unit Grant Notice
EXHIBIT A
CONSULTANT PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
This Performance Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between BETA Technologies, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
1.Award. Effective as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby grants to the Participant the number of PSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent earned, each PSU represents the right to receive one Share, subject to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the PSUs have been earned in the manner set forth in Section 2, the Participant will have no right to receive any Shares or other payments in respect of the PSUs. Prior to settlement of this Award, the PSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.
2.Vesting of PSUs. The PSUs shall be eligible to become earned based upon the achievement of the applicable Performance Condition as determined by the Committee (each as defined and further described in Annex A attached hereto).
3.Dividend Equivalent Rights. In the event that the Company declares and pays a regular cash dividend in respect of its outstanding Shares (which, for clarity, does not include any extraordinary cash dividend) and, on the record date for such dividend, the Participant holds PSUs granted pursuant to this Agreement that have not been settled, the Company shall record in a bookkeeping account an amount equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares equal to the number of PSUs held by the Participant that have not been settled as of such record date (the “Dividend Equivalent Rights”), and such Dividend Equivalent Rights shall be subject to the same terms and conditions, including with respect to vesting, forfeitability and transferability, as the underlying PSUs. All amounts, if any, payable as a result of such Dividend Equivalents Rights shall be paid to the Participant in cash (or, at the discretion of the Company, in Shares) on or following, but no later than 30 days after, the PSU Earned Date (as defined in Annex A) with respect to the underlying PSUs. For purposes of clarity, if any of the PSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend Equivalent Rights, if any, accrued with respect to such forfeited PSUs. No interest will accrue on the Dividend Equivalent Rights between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalent Rights.
4.Settlement of PSUs. As soon as administratively practicable following the applicable PSU Earned Date, but in no event later than thirty (30) days after such PSU Earned Date, the Company shall deliver to the Participant a number of Shares equal to the number of earned PSUs subject to this Award. All Shares issued hereunder shall be delivered either by delivering one or more certificates for such Shares to the Participant or by entering such Shares in book-entry form, as determined by the Committee in its sole discretion. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action
A-1
taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
5.Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income or wages (including via Dividend Equivalent Rights) to the Participant for federal, state, local and/or foreign tax purposes, the Company shall have the authority to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the employee portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be withheld with respect to any taxable event arising in connection with this Award. In furtherance of the forgoing, the Participant may make arrangements satisfactory to the Company regarding the payment of any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of this Award, which arrangements include (if and to the extent permitted by the Company) the delivery of cash or cash equivalents, Shares (including previously owned Shares (which are not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying Shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
6.Non-Transferability. During the lifetime of the Participant, the PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the PSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
7.Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of Applicable Law. No Shares will be issued hereunder if such issuance would constitute a violation of any Applicable Law. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The
A-2
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any Applicable Law and to make any representation or warranty with respect to such compliance as may be requested by the Company.
8.Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.
9.Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, that any review period under such release will not modify the date of settlement with respect to earned PSUs.
10.No Right to Continued Service or Awards. Nothing in the adoption of the Plan, nor the award of the PSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such service relationship at any time. The grant of the PSUs is a one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right to receive a grant of Awards or benefits in the future in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.
11.Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 11 shall be cumulative and in addition to any other remedies to which such party may be entitled.
12.Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
A-3
If to the Company, at the Company’s headquarters, to the attention of the General Counsel; and
If to the Participant, at the Participant’s last known address on file with the Company.
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
13.Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access, or to the Participant’s account with the Company’s equity plan administrator. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.
14.Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any Applicable Law.
15.Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the PSUs granted hereby. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.
16.Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.
A-4
17.Company Recoupment of Awards. The Participant’s rights with respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company recoupment or clawback policy or other agreement or arrangement with the Participant, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other Applicable Law. The Participant’s acceptance of this Award will constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any Company recoupment, clawback or similar policy that may apply to the Participant and this Award, whether adopted before or after the Date of Grant (whether through clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance therewith) and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other similar action, and the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.
18.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.
19.Successors and Assigns. The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.
20.Headings; References; Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require, the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
21.Counterparts. The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail or via electronic acceptance in accordance
A-5
with Section 13 shall be effective as delivery of a manually executed counterpart of the Grant Notice.
22.Section 409A. The Plan, this Agreement and the PSUs are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the PSUs provided under this Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
[Remainder of Page Intentionally Blank]
A-6
Annex A
Performance Conditions
1.General. The Grant Notice sets forth the total number of PSUs subject to the Award, which PSUs will be eligible to be earned in four equal tranches (each, a “PSU Tranche”) beginning in successive calendar quarters, in each case, subject to achievement of a performance condition (each a “Performance Condition”) relating to the respective PSU Tranche (the four tranches referred to herein as “PSU Tranche 1,” “PSU Tranche 2,” “PSU Tranche 3” and “PSU Tranche 4”, and the corresponding Performance Condition referred to herein as “Performance Condition 1,” “Performance Condition 2,” “Performance Condition 3,” and “Performance Condition 4”, respectively). PSU Tranche 1, PSU Tranche 2, PSU Tranche 3 and PSU Tranche 4 relates to the first, second, third and fourth calendar quarter of 2026, respectively. For the avoidance of doubt, no PSU Tranche is eligible to be earned prior to its related calendar quarter.
2.Earning of PSUs. The first earning opportunity for each PSU Tranche shall occur as soon as practicable following and in no event later than the 15th day of the month following the end of the calendar quarter to which such PSU Tranche relates, with a maximum payout at 100% of the applicable PSU Tranche upon achievement of the applicable Performance Condition during the calendar quarter to which such PSU Tranche relates; provided, that if achievement of the Performance Condition occurs in a subsequent calendar quarter, such payout shall decline by 25% for achievement of the Performance Condition in each subsequent calendar quarter. No payout will result from achievement of a Performance Condition following the end of the fourth calendar quarter following the calendar quarter to which such PSU Tranche relates (see the table below illustrating the scaling payouts for each PSU Tranche). In each case, the Committee shall certify achievement of each Performance Condition (each such date of certification, a “PSU Earned Date”). A Participant’s eligibility to earn any portion of the Award is subject to the Participant’s service to the Company or an Affiliate through the applicable PSU Earned Date. Upon the Participant’s termination of service prior to the applicable PSU Earned Date, any unearned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
PSU Tranche Payout Percentage Assuming Achievement of Performance Condition during indicated Calendar Quarter | ||||||||||||||||||||||||||
| Q1 2026 | Q2 2026 | Q3 2026 | Q4 2026 | Q1 2027 | Q2 2027 | Q3 2027 | Q4 2027 | |||||||||||||||||||
| PSU Tranche 1 | 100% | 75% | 50% | 25% | - | - | - | - | ||||||||||||||||||
| PSU Tranche 2 | - | 100% | 75% | 50% | 25% | - | - | - | ||||||||||||||||||
| PSU Tranche 3 | - | - | 100% | 75% | 50% | 25% | - | - | ||||||||||||||||||
| PSU Tranche 4 | - | - | - | 100% | 75% | 50% | 25% | - | ||||||||||||||||||
Annex A-1
3.Performance Conditions. Each PSU Tranche relates to a Performance Condition as defined in the table set forth below.
| PSU Tranche | Performance Condition | ||||
| PSU Tranche 1 | |||||
| PSU Tranche 2 | |||||
| PSU Tranche 3 | |||||
| PSU Tranche 4 | |||||
Annex A-2
Exhibit 31.1
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Kyle Clark, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BETA Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 12, 2026 | |||||||||||||
| /s/ Kyle Clark | ||||||||||||||
| Kyle Clark | ||||||||||||||
| Director, Chief Executive Officer and President | ||||||||||||||
Exhibit 31.2
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Herman Cueto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BETA Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 12, 2026 | |||||||||||||
| /s/ Herman Cueto | ||||||||||||||
| Herman Cueto | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to Rule 18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Company”) for the period ended March 31, 2026, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Kyle Clark, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 12, 2026 | |||||||||||||
| /s/ Kyle Clark | ||||||||||||||
| Kyle Clark | ||||||||||||||
| Director, Chief Executive Officer and President | ||||||||||||||
Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to Rule 18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Company”) for the period ended March 31, 2026 as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Herman Cueto, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 12, 2026 | |||||||||||||
| /s/ Herman Cueto | ||||||||||||||
| Herman Cueto | ||||||||||||||
| Chief Financial Officer | ||||||||||||||