AEye, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

AEYE, INC.

​

(Name of Registrant as Specified in Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

​

A Message from Our Chairman and Chief Executive Officer

​

Dear Fellow Stockholder,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AEye, Inc. (“AEye,” the “Company,” “we,” or “our”), which will be held on May 12, 2026, at 8:30 a.m., Pacific Time, at our corporate headquarters located at 4670 Willow Road, Suite 250, Pleasanton, California. At our Annual Meeting you will be asked to vote on five proposals recommended by our Board of Directors. Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting. The proposals to be voted on at our Annual Meeting are listed in the attached “Notice of Annual Meeting of Stockholders.”

2025 was a defining year for AEye. Throughout the year we executed on a range of initiatives that demonstrate that our technology, business model, and balance sheet position us as one of the most innovative companies in the lidar industry and with a strong foundation from which we can achieve significant and consistent growth. I want to share an update on where we stand today and the momentum we are carrying into 2026.

We closed the year fully prepared for commercial execution. Full year 2025 revenue increased 15% over 2024 to $233,000, our commercial pipeline has now grown to over 700 current prospects, and our active customer count increased to 16 — up from 12 when we reported Q3 results in November 2025. We strengthened our balance sheet, ending 2025 with nearly $90 million in cash — positioning us to fund our growth strategy over the coming years and accelerate commercialization.

I am pleased to share more details below on the significant achievements we delivered in 2025:

•

Accelerated Commercial Traction: We have grown our customer base to 16 active customers, with engagement expanding across smart infrastructure, mobility, defense, rail, intelligent transportation systems, and commercial vehicles. Our commercial pipeline now exceeds 700 current prospects, and we are advancing several commercial discussions that stem from successful proof-of-concept engagements, many of which now include clear pathways toward higher-volume commitments.

​

•

Secured Major Transportation OEM Selection: Apollo™ was chosen by a leading global transportation OEM in a milestone program representing a potential $30 million revenue opportunity, with revenue expected to begin in late 2026 and spanning over the next two to three years, validating Apollo’s™ industry-leading one kilometer range for long-range safety applications.

​

•

Launched STRATOS™, Our Third-Generation Sensor: At CES 2026, we introduced STRATOS™, an ultra-long-range sensor delivering up to a 1.5 kilometer detection range and resolution greater than twice that of our flagship product, Apollo™. Like Apollo™, STRATOS™ is packaged in a smartphone-sized form factor that fits behind the windshield. STRATOS™ is a value multiplier for our software-defined architecture, built on the Apollo™ platform without requiring a hardware redesign, and is designed to meet the demands of high-performance sectors like rail and defense where optimized range is critical.

​

•

Defense Shipments Underway: We moved beyond evaluation to active shipments with a leading U.S. defense contractor for UAV wire detection, reinforcing Apollo’s™ ability to identify small, lethal hazards at extreme ranges, which allows for high speed travel. We are seeing sustained momentum in the defense sector, with ongoing repeat orders and expanding relationships with major defense partners.

​

•

Deepened NVIDIA Partnership: At CES 2026, we demonstrated Apollo™ lidar with the NVIDIA DRIVE AGX Thor™ platform, the future centralized brain of NVIDIA-equipped autonomous vehicles, after previously fully integrating Apollo™ into the NVIDIA DRIVE AGX Orin™ platform, and most recently, we joined the NVIDIA Halos AI Systems Inspection Lab to deliver perception solutions that meet the highest standards of functional safety.

​

•

Expanded OPTIS™ Ecosystem: Our physical AI platform, OPTIS™, powered by NVIDIA Jetson Orin™, continues to transform legacy infrastructure by providing a turnkey vision-to-action pipeline. We expanded this ecosystem through strategic partnerships with Flasheye for ITS and airport security, Blue-Band for smart city traffic management, Black Sesame Technologies for high-speed rail, and most recently Vueron for dynamic perception required by moving vehicles such as rail and trucks. Together, these partnerships are turning technological opportunities into actionable revenue pipelines.

​

•

Selected as GM-Sponsored WinTOR Lidar Partner: Apollo™ was chosen as the lidar platform for WinTOR, a GM-sponsored all-weather autonomy research project at the University of Toronto, where a world-class team backed by General Motors, LG Electronics, Applanix, Navtech, and the Ontario Research Fund is advancing next-generation perception systems capable of operating safely in heavy rain and snow, further validating Apollo’s™ one kilometer performance in demanding real-world conditions.

​

•

Secured Industrial-Scale Manufacturing: Through our global Tier-1 manufacturing partner LITEON Technology Corp., we have secured dedicated manufacturing capacity of up to 60,000 Apollo™ units annually, supported by a strategic investment from a globally recognized institutional investor. Our supply chain is globally diversified, giving us the flexibility and resiliency to mitigate geopolitical risks and shifting trade policies.

​

•

Strengthened Financial Foundation: We ended the year with $86.5 million in cash, cash equivalents, and marketable securities, providing operational runway well into 2028. We have fully repaid our 2025 convertible note and eliminated legacy warrants, leaving us virtually debt-free. Our full-year cash burn was $29.0 million — and by leveraging Tier-1 manufacturing partners instead of investing in capital intensive internal manufacturing infrastructure, we continue to maintain a burn rate up to 12 times lower than our peers.

​

These accomplishments position AEye as a resilient leader in a lidar industry undergoing intense consolidation. While capital-intensive models have faltered, our capital-light approach is proving to be a critical and differentiating factor in all of our conversations with partners and customers.

Looking Ahead

I am exceptionally proud of how far the team advanced AEye over the course of 2025. We launched a product suite that redefines industry benchmarks, executed on our commercialization strategy, kept spending under rigorous control, and built a financial foundation offering the long-term stability that partners in our sector require and value. Looking ahead, I am energized about the opportunities before us as we build on our momentum through initiatives that continuously enable and expand our commercial reach.

As we move into 2026, our priorities are clear:

•

Convert our growing pipeline and successful engagements into firm volume commitments and a durable revenue ramp.

​

•

Scale Apollo™, STRATOS™, and OPTIS™ across high-value verticals including defense, rail, ITS, smart infrastructure, and commercial vehicles.

​

•

Broaden automotive OEM penetration via Apollo’s™ unique behind-the-windshield integration capabilities.

​

•

Accelerate our progress in physical AI leadership through the OPTIS™ platform and expanded software ecosystem.

​

•

Maintain disciplined financial and operational execution, with expected 2026 cash burn in the range of $30 million to $35 million.

​

AEye’s leadership team and Board remain focused on strategic, disciplined execution and are committed to the long-term success of the company. With the technological lead we have with Apollo™, the recent introductions of OPTIS™ and STRATOS™, the industrial scale capability with LITEON Technology Corp., and a strong balance sheet providing runway that extends well into 2028, we have everything in place to scale commercially across multiple industries.

The opportunities ahead of us are significant, and we are well-positioned to execute.

Thank you for your continued confidence in AEye.

Sincerely,

Matthew Fisch

Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, on or about March 30, 2026, we expect to electronically deliver or mail to all stockholders copies of this Proxy Statement, our Annual Report on Form 10-K for our fiscal year ended December 31, 2025, and a proxy card, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement, proxy card, and the other Annual Meeting materials are available on the internet at www.proxyvote.com using the control number located on your proxy card or in the instructions that accompanied your proxy materials. A copy of our 2025 Annual Report and Proxy Statement are also available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

Whether or not you plan to attend our Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.