BETA Technologies, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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of the Securities Exchange Act of 1934

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BETA TECHNOLOGIES, INC.

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

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Kyle ClarkFounder & CEO

To our shareholders,

Thank you.

This is my first annual letter, so I will take the liberty to discuss our operating philosophies and where we focus our energy here at BETA. We started BETA to create the future of aerospace and we are on a mission to do so. We have built an aerospace company capable of designing, certifying, manufacturing, operating, and supporting aircraft that reduce the cost, increases the reliability, and expands the reach of aviation. In the words of my friend and mentor Martine Rothblatt, we will “give humans access to the z-dimension of this world.” That remains the mission.

It will take time and mental toughness. We are committed to the hard parts, the rewarding parts, and the disciplined work required to see it through. We are also committed to delivering for those of you who have trusted us with your investment and believed in us.

As an aviator, engineer, test pilot, and fabricator, I have a simple view of this business: aerospace rewards discipline and eliminates everything else. There is no room for off-point designs, unnecessary complexity, or engineering that only works in ideal conditions. Aircraft have to work in weather, under load, with normal wear, and in the hands of discerning customers, maintainers, regulators, and operators who depend on them every day.

That is the standard we are building toward.

BETA’s competitive advantage is not one feature, one aircraft, or one program. It is the system we have built: simple, certifiable aircraft; vertically integrated enabling technologies (such as bare metal flight controllers, simple motors, robust batteries, and charging infrastructure); manufacturing capability; real-world operating experience; and a culture that puts every dollar and every engineering hour toward the highest-value work because we are focused on the outcome, the mission.

We are fortunate to be at this point in time. We have a nearly unconstrained market opportunity with the confluence of the right technologies at our disposal, a regulatory environment that is ready to embrace technological advancements, and a market that is asking for a better way to move goods and people. The regulatory barrier to entry has always been high in aerospace, which has precluded small advancements over the last 50 years, but this massive asset of unconsumed technology is offering a huge advancement.

The regulatory environment is beginning to support the safe introduction of Advanced Air Mobility. And the foundational technologies we rely on, semiconductors, batteries, controls, software, and manufacturing systems, continue to improve. Aerospace has historically had high barriers to entry, which limited the pace of change. Today, those barriers are still real, but the available technology and its benefits, when engineered in correctly, are greater.

We have done more than others in this space with less capital and fewer people because we have been deliberate about what we build, what we avoid, and in what order we take on risk. We have stayed focused on simple and effective designs, pragmatic sequencing, and disciplined execution. That is what I believe is required to employ today’s technology and advance our mission.

First, prove we can certify the core technology. Then certify an electric airplane. Then bring the certified eVTOL to market. Then use the same materials data, validated models, quality systems, and engineering processes to move into larger and more capable aircraft. Each step builds capability, credibility, operating data, customer confidence, and manufacturing muscle for the next one.

In 2025, that approach continued to prove itself.

We advanced certification work, earned propulsion contracts, flew production-intent aircraft, expanded our charging network, grew our aircraft and component backlog, deepened partnerships with GE, Embraer, GD, and others, continued to put miles on aircraft in real environments and added amazing talent to our team. We also laid more of the manufacturing foundation required for the next phase of the company. We were fortunate to do this with new leadership in the FAA that created an organization and safe path for Advanced Air Mobility entry into service.

Advanced Air Mobility will not be won by the company with the best animation or the loudest marketing. It will be won by the company that can certify, build, deliver, support, and improve aircraft safely and economically over a long period of time.

Simplicity is central to that advantage.

Our aircraft are designed around operational robustness: limited moving parts; no liquid cooling; no gearboxes; no thrust vectoring; and no variable-pitch propellers where they are not needed. That simplicity reduces cost, improves reliability, supports manufacturability, and matters enormously in the field. Many of us at BETA are commercial pilots, maintainers, builders, and aircraft owners. We love what we do, and we love to fly.

Reliable, simple aircraft endure. More importantly, they fly every day.

Operational robustness and simplicity matter in commercial passenger operations. They matter in medical and cargo operations. And they matter in defense.

Defense has become one of the most important developing opportunities for BETA. The need is clear: reduce the logistics tail; reduce fuel dependency; improve operational flexibility; and field aircraft at a cost that allows them to be deployed in meaningful numbers. Rough fields, heat, dust, sand, weather, and austere maintenance environments do not favor unnecessary complexity. They favor aircraft that are simple, rugged, efficient, serviceable, and manufacturable. Our distributed propulsion architecture and systems approach are well suited to that need. Our hybrid VTOL aircraft flies faster than a helicopter, flies further than a helicopter and carries a real payload while offering the operational flexibility of vertical takeoff and landing from ships, islands and unimproved bases… without a pilot.

Defense also relies on production at scale. BETA aircraft have been designed with rate manufacturing in mind, and we have invested in the facilities, tooling, and processes to support that ambition. The people here at BETA are proud to support our military service members with simple, robust technology and manufacturing capabilities designed to produce aircraft at rates not seen since WWII.

Our partnerships are also strengthening. The work with GE has moved quickly because both teams are focused on engineering, building, testing, and learning. We have passed the first major milestones in the GE-BETA turbogenerator program, and the work has created a broader opportunity for BETA’s technology and engineering capability. In Brazil, Embraer flying on BETA propulsion is a source of real pride for our team. Their success is our success, and every flight demonstrates the value of the propulsion technology and the trust we are earning as an aerospace supplier to a great company.

We also continue to build the infrastructure around the aircraft. Our charging network is not separate from the aircraft. It is part of the system. Aircraft, chargers, training, service, software, operations, and manufacturing all have to work together as this technology moves from promise to daily use. We think about BETA as an integrated aerospace company, not simply an aircraft developer.

Our capital allocation follows the same logic.

We have been careful with capital because the work ahead is hard and the opportunity is long-term. We have invested in engineering, certification, flight test, manufacturing, charging infrastructure, and the people who make those capabilities real. In all cases, we have tried to avoid spending that creates the appearance of progress without durable value. We have made mistakes, and we have tested systems that did not pass. That is part of serious innovation and engineering. The important question is whether those dollars bought learning, reduced risk, and improved the product. Our balance sheet gives us room to execute, but our standard remains unchanged: each dollar should advance certification, customer value, operational readiness, manufacturability, and ultimately long-term owner value.

The team is the reason any of this works.

When you walk through the doorway into BETA, you can feel it: the work ethic; the ingenuity; the passion for aviation; and the willingness to solve hard problems without drama. A quote in the stairway of our R&D center reads,“No problem can withstand the assault of sustained thinking” – Voltaire.

Some problems have proven harder than I expected. One is translating rules originally written around turbine engines now being applied to electric motors. Correlations that are clear to me looking through the lens of physics are not clear to the legal teams interpreting the newly minted rules. One thing is certain to me; we are leading this work, we sometimes have to help clear the path for the industry.

Another challenge has been integrating experienced people from a wide range of successful aerospace companies into one common BETA standard. There are many good drawing standards, software tools, and processes in aerospace. The hard work is choosing ours, aligning the team around them, and applying them consistently.

Since becoming a public company, we have seen a larger and higher-quality talent pipeline, and we are continuing to grow at the right pace. In aerospace, culture shows up directly in the machine. It shows up in design reviews, in the shop, on the flight line, in test discipline, and in the way problems get solved before they become crises.

Looking ahead, our priorities are clear.

We will continue to advance certification, deliver aircraft and support eIPP operations, expand the charging network, scale manufacturing, deepen our defense and commercial partnerships, and maintain capital discipline. The FAA has set a high safety bar. That is exactly as it should be. Few companies can meet it. We believe BETA can.

I am confident in our strategy: simple systems, rigorous engineering, real-world operations, capital discipline, and promises kept.

We do not control the daily movement of our share price. We do control the quality of our engineering, the discipline of our capital allocation, the pace of our certification work, the strength of our customer relationships, and the durability of the company we are building. By those measures, I believe BETA is stronger and fundamentally more valuable today than the day we became public. I am more convinced than ever that we made the right technical and market-entry strategy decisions, and that this team will continue to focus and deliver.

To our employees, customers, partners, and shareholders: thank you. You have backed a team taking on one of the hardest and most important engineering challenges in aviation. This is still day-1 for electric aviation and advanced air mobility. We believe BETA will change the way people fly, safely and efficiently.

We understand the responsibility that comes with your trust.

We intend to continue to earn it.

Regards,

Kyle Clark

Founder and CEO

BETA Technologies

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of BETA Technologies, Inc. to be held on Thursday, June 11, 2026, at 2:00 p.m. (ET). This year’s Annual Meeting will be conducted virtually, via live audio webcast. You will be able to attend the meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BETA2026. You will be able to vote your shares electronically during the meeting by logging in using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on the voting instructions form accompanying these proxy materials.

The purpose of the Annual Meeting is to consider and act on the following:

We will provide access to our proxy materials via the Internet at www.proxyvote.com rather than in hard copy. We will mail a notice containing instructions on how to access the proxy statement and our fiscal 2025 annual report on or about April 29, 2026 to all stockholders entitled to vote at the Annual Meeting. Stockholders who prefer a paper copy of the proxy materials may request one on or before May 28, 2026 by following the instructions provided in the notice we will send.

Our Board has set the record date as April 14, 2026. Only stockholders that owned shares of our Class A common stock and Class B common stock at the close of business on that day are entitled to notice of and may vote at the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to June 11, 2026, at 1150 Airport Drive, South Burlington, VT 05403.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card or voting instructions form. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

By Order of the Board of Directors

Brian Dunkiel

Chief Legal Officer, Vice President, and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026

The notice of annual meeting, the proxy statement and our fiscal year 2025 annual report are available on our website at investors.beta.team. Additionally, in accordance with the rules of the Securities and Exchange Commission, you may access our proxy materials free of charge at www.proxyvote.com.