Aeva Technologies, Inc.

Previous wording

Fair value loss on share subscription liability consist of increase or decrease in the fair value of the instrument under the LG Subscription Agreement (as defined in Note 10 to our condensed consolidated financial statements), which is classified as a liability because the instrument was not considered indexed to our common stock as the total number of shares to be issued is not fixed.

Current wording

Fair value of share subscription liability consists of increases or decreases in the fair value of the instrument under the LG Subscription Agreement (as defined in Note 10 to our condensed consolidated financial statements), which was classified as a liability until settlement of the LG Private Placement (as defined in Note 10 to our condensed consolidated financial statements) because the instrument was not considered indexed to our common stock as the total number of shares to be issued was not initially fixed.

Previous wording

Revenue increased by $3.5 million, or 174% during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Current wording

Revenue increased by $1.3 million, or 59% during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Previous wording

Cost of revenue increased by $4.9 million, or 78%, during the six months ended June 30, 2025, from the six months ended June 30, 2024. The increase was primarily due to a $3.8 million loss recognized on a joint development agreement and also due to an increase in the production cost related to units sold during the current period as compared to the prior period.

Current wording

Cost of revenue increased by $0.2 million, or 6%, during the three months ended September 30, 2025, from the three months ended September 30, 2024. The increase was primarily due to an increase in the production cost related to units sold and non-recurring engineering revenue recognized during the current period as compared to the prior period, partially offset by lower manufacturing overhead cost resulting from improved production efficiency.

Previous wording

Research and development expenses decreased by $3.4 million, or 13%, to $22.8 million for the three months ended June 30, 2025, from $26.2 million for the three months ended June 30, 2024. The decrease was primarily due to a $2.4 million decrease in payroll related expense, a $1.4 million decrease in research and development material expense, a $0.8 million decrease in stock based compensation expense, a $0.3 million decrease in consulting expense, a $0.4 million decrease in software license expense and a $0.3 million decrease in facility expense, partially offset by a $2.2 million increase in research and development services.

Current wording

Research and development expenses decreased by $5.0 million, or 18%, to $22.1 million for the three months ended September 30, 2025, from $27.1 million for the three months ended September 30, 2024. The decrease was primarily due to a $4.6 million decrease in research and development material expense, a $1.7 million decrease in payroll related expense, a $0.7 million decrease in stock based compensation expense, a $0.2 million decrease in consulting expense, a $0.2 million decrease in depreciation expense, a $0.2 million decrease in facility expense, and a $0.2 million decrease in software license expense, partially offset by a $2.8 million increase in research and development services.

Previous wording

Interest income decreased by $1.5 million, or 71%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Current wording

Interest income decreased by $1.4 million, or 78%, during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Previous wording

The change during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, is due to a $91.3 million increase in the fair value of the Series A warrants issued in connection with the Facility Agreement and a $0.6 million increase in fair value to private placement warrants.

Current wording

The change during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was due to a $69.2 million decrease in the fair value of the Series A warrants issued in connection with the Facility Agreement and a $0.6 million decrease in fair value of private placement warrants.

Previous wording

Comparison of the Six Months Ended June 30, 2025, and 2024

Current wording

Comparison of the Nine Months Ended September 30, 2025, and 2024

Previous wording

Revenue increased by $4.8 million, or 116% during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Current wording

Revenue increased by $6.1 million, or 96%, during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Previous wording

Cost of revenue increased by $5.4 million, or 188%, during the three months ended June 30, 2025, from the three months ended June 30, 2024. The increase was primarily due to a $3.8 million loss recognized on a joint development agreement and also due to an increase in the production cost related to units sold during the current period as compared to the prior period.

Current wording

Cost of revenue increased by $5.1 million, or 55%, during the nine months ended September 30, 2025, from the nine months ended September 30, 2024. The increase was primarily due to a $3.8 million loss recognized on a joint development agreement and also due to an increase in the production cost related to units sold and non-recurring engineering revenue recognized during the current period as compared to the prior period.

Previous wording

Research and development expenses decreased by $6.8 million, or 13%, to $44.4 million for the six months ended June 30, 2025, from $51.2 million for the six months ended June 30, 2024. The decrease was primarily due to a $4.5 million decrease in payroll related expense, a $1.8 million decrease in research and development material expense, a $1.8 million decrease in stock based compensation expense, a $0.6 million decrease in consulting expense, a $0.3 million decrease in facility expense and a $0.2 million decrease in depreciation expense, partially offset by a $2.4 million increase in research and development services expense.

Current wording

Research and development expenses decreased by $11.8 million, or 15%, to $66.5 million for the nine months ended September 30, 2025, from $78.3 million for the nine months ended September 30, 2024. The decrease was primarily due to a $6.8 million decrease in payroll related expense, a $6.4 million decrease in research and development material expense, a $2.5 million decrease in stock based compensation expense, a $0.7 million decrease in consulting expense, a $0.3 million decrease in depreciation expense and a $0.1 million decrease in software license expense, partially offset by a $5.0 million increase in research and development services expense.

Previous wording

General and administrative expenses decreased by $0.7 million, or 8%, to $8.0 million for the three months ended June 30, 2025, from $8.7 million for the three months ended June 30, 2024. The decrease was primarily due to a $1.3 million decrease in legal fees, a $0.3 million decrease in payroll related expense, a $0.5 million decrease in professional fee expense, a $0.2 million decrease in other employee related expense and a $0.1 million decrease in travel expense, partially offset by a $1.4 million increase in stock based compensation expense, a $0.2 million increase in software license expense and a $0.1 increase in recruiting expense.

Current wording

General and administrative expenses decreased by $0.7 million, or 3%, to $24.8 million for the nine months ended September 30, 2025, from $25.5 million for the nine months ended September 30, 2024. The decrease was primarily due to a $1.8 million decrease in legal fees, a $0.6 million decrease in payroll related expense, a $0.3 million decrease in insurance expense, a $0.4 million decrease in other employee related expense, a $0.1 million decrease in other taxes and a $0.1 million decrease in travel expense, partially offset by a $2.1 million increase in stock based compensation expense, a $0.3 million increase in software license expense, and a $0.2 increase in facility expense.

Previous wording

Selling and marketing expenses decreased by $0.9 million, or 21%, to $3.3 million for the six months ended June 30, 2025, from $4.2 million for the six months ended June 30, 2024. The decrease was primarily due to a $0.4 million decrease in payroll related expense by and a $0.5 million decrease in marketing expense.

Current wording

Selling and marketing expenses decreased by $0.7 million, or 12%, to $5.1 million for the nine months ended September 30, 2025, from $5.8 million for the nine months ended September 30, 2024. The decrease was primarily due to a $0.4 million decrease in payroll related expense, a $0.2 million decrease in marketing expense and a $0.1 million decrease in stock based compensation expense.

Previous wording

Interest income decreased by $2.9 million, or 64%, during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Current wording

Interest income decreased by $4.3 million, or 68%, during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

The change during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, is due to a $96.3 million increase in the fair value of the Series A warrants issued in connection with the Facility Agreement and a $0.6 million increase in fair value to private placement warrants issued.

Current wording

The change during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was due to a $25.4 million increase in the fair value of the Series A warrants issued in connection with the Facility Agreement.

Previous wording

On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, and on December 6, 2024 entered into a formal settlement agreement, which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we have agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of June 30, 2025, we have paid an amount of $2.8 million and accrued a contingent liability of $11.2 million in other current liabilities on the condensed consolidated balance sheets in connection with the settlement of the Delaware Stockholder Litigation. We have also recovered $2.5 million from an insurance carrier. See Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the Delaware Stockholder Litigation.

Current wording

On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, and on December 6, 2024 entered into a formal settlement agreement, which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of September 30, 2025, we have paid in full the $14.0 million previously accrued in connection with the settlement of the Delaware Stockholder Litigation. We have also recovered $2.5 million from an insurance carrier. On September 12, 2025, the Delaware Court of Chancery issued a final order approving the terms and conditions set forth in the settlement agreement. See Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the Delaware Stockholder Litigation.

Previous wording

On May 13, 2025, we entered into a subscription agreement with LGIT, a company organized under the laws of the Republic of Korea, pursuant to which we agreed to sell and issue to LGIT in a private placement an aggregate of 3,509,719 shares of common stock for aggregate gross proceeds of approximately $32.5 million. This private placement is expected to close in August 2025. In connection with the Private Placement, we entered into a joint development agreement with LGIT, and intend to form a strategic partnership with LGIT to bring Aeva’s 4D LiDAR into new industrial and consumer markets.

Current wording

On May 13, 2025, we entered into a subscription agreement with LGIT, a company organized under the laws of the Republic of Korea, pursuant to which we agreed to sell and issue to LGIT in a private placement an aggregate of 3,509,719 shares of common stock for aggregate gross proceeds of approximately $32.5 million. In connection with the Private Placement, we entered into a joint development agreement with LGIT, and intend to form a strategic partnership with LGIT to bring Aeva’s 4D LiDAR into new industrial and consumer markets. The private placement closed on August 20, 2025. Accordingly, we issued 3,509,719 shares of common stock to LGIT at a price of $9.26 per share on receipt of gross proceeds of $32.5 million.

Previous wording

To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $839.5 million as of June 30, 2025. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of June 30, 2025, we had cash and cash equivalents and marketable securities totaling $49.8 million. We also have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of June 30, 2025, all conditions to draw under the Facility Agreement were met. We believe that our liquidity, including financing available to us through the Facility Agreement will be sufficient to fund our operating and capital expenditure for at least 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $732.0 million as of September 30, 2025. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of September 30, 2025, we had cash and cash equivalents and marketable securities totaling $48.9 million. We also have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of September 30, 2025, all conditions to draw under the Facility Agreement were met. We believe that our sources of liquidity, including financing available to us through the Facility Agreement will be sufficient to fund our operating and capital expenditure for at least 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $60.6 million, attributable to a net loss of $227.6 million and a net change in net operating assets and liabilities of $15.1 million, partially offset by non-cash charges of $182.1 million. Non-cash charges primarily consisted of $93.9 million change in the fair value of warrant liability, $70.0 million change in the fair value loss on share subscription liability, $10.6 million in stock-based compensation, $3.8 million of loss on joint development agreement, $2.7 million in depreciation and amortization expense, and $1.8 million in amortization of right of use assets, partially offset by a $0.8 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $5.8 million decrease in other current liabilities, a $1.8 million decrease in accounts payable, a $1.4 million increase in inventories, a $3.3 million decrease in accrued employee costs, a $1.9 million decrease in lease liability, a $2.9 million decrease in accrued liabilities, and $2.7 million increase in accounts receivable, partially offset by a $2.8 million decrease in other current assets, a $1.5 million increase in other noncurrent liabilities and a $0.5 million decrease in other non-current assets.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $92.9 million, attributable to a net loss of $120.1 million and a net change in operating assets and liabilities of $24.7 million, partially offset by non-cash charges of $51.9 million. Non-cash charges primarily consisted of $25.4 million change in the fair value of warrant liability, $16.5 million in stock-based compensation, $3.8 million of loss on joint development agreement, $4.1 million in depreciation and amortization expense, and $2.6 million in amortization of right of use assets, partially offset by a $0.9 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $19.3 million decrease in other current liabilities, a $1.5 million decrease in accounts payable, a $3.1 million increase in inventories, a $2.2 million decrease in accrued employee costs, a $2.4 million decrease in lease liability, and a $0.8 million increase in accounts receivable, partially offset by a $3.1 million decrease in other current assets, a $0.6 million increase in accrued liabilities, a $0.5 million increase in other noncurrent liabilities and a $0.3 million decrease in other non-current assets.

Previous wording

For the six months ended June 30, 2025, net cash provided by investing activities was $54.0 million, attributable to proceeds from maturities of available-for-sale investments of $79.1 million, partially offset by purchase of investments of $23.4 million and purchase of property, plant and equipment of $1.8 million.

Current wording

For the nine months ended September 30, 2025, net cash provided by investing activities was $77.7 million, attributable to proceeds from maturities of available-for-sale investments of $106.3 million, partially offset by purchase of investments of $25.5 million and purchase of property, plant and equipment of $3.1 million.

Previous wording

For the six months ended June 30, 2025, net cash used in financing activities wasattributable to payment of taxes withheld on net settlement of restricted stock units, partially offset by proceeds from option exercises.

Current wording

For the nine months ended September 30, 2025, net cash provided by financing activities wasattributable to proceeds of $32.5 million from the issuance of common shares pursuant to the LGIT transaction, and $0.1 million of proceeds from option exercises, partially offset by $0.6 million payment of taxes withheld on net settlement of restricted stock units.

Previous wording

For the six months ended June 30, 2025 there were no significant changes to our critical accounting estimates except for as described below. For a more detailed discussion of our critical accounting policies and estimates, please refer to our 2024 Form 10-K and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

For the nine months ended September 30, 2025 there were no significant changes to our critical accounting estimates except for as described below. For a more detailed discussion of our critical accounting policies and estimates, please refer to our 2024 Form 10-K and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

The Company accounts for warrants and other equity-linked contracts (i.e., share subscriptions) as equity or liability-classified instruments based on an assessment of the instrument’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815-40, Derivatives and Hedging – Contract in Entity’s Own Equity (“ASC 815-40”).

Current wording

We account for warrants and other equity-linked contracts (i.e., share subscriptions) as equity or liability-classified instruments based on an assessment of the instrument’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815-40, Derivatives and Hedging – Contract in Entity’s Own Equity (“ASC 815-40”).

Previous wording

The Company first assesses whether a freestanding equity-linked instrument should be classified as a liability pursuant to ASC 480 when the instrument is mandatorily redeemable, obligates the issuer to settle an instrument or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares and such settlement scenario is predominantly likely to occur.

Current wording

We first assess whether a freestanding equity-linked instrument should be classified as a liability pursuant to ASC 480 when the instrument is mandatorily redeemable, obligates the issuer to settle an instrument or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares and such settlement scenario is predominantly likely to occur.

Previous wording

If an equity-linked instrument does not trigger liability classification under ASC 480, the Company assesses whether the instrument meets all requirements for equity classification under ASC 815-40, including whether the instrument is indexed to the Company’s own common stock, among other conditions for equity classification. If not, the instrument is classified as a liability and is further analyzed to determine whether the instrument represents a derivative in its entirety. This assessment requires the use of professional judgment and requires reassessment of an instrument’s classification at each reporting period while the instrument remains outstanding.

Current wording

If an equity-linked instrument does not trigger liability classification under ASC 480, we assess whether the instrument meets all requirements for equity classification under ASC 815-40, including whether the instrument is indexed to our own common stock, among other conditions for equity classification. If not, the instrument is classified as a liability and is further analyzed to determine whether the instrument represents a derivative in its entirety. This assessment requires the use of professional judgment and requires reassessment of an instrument’s classification at each reporting period while the instrument remains outstanding.

Previous wording

When estimated contract costs exceed expected consideration under contracts with a customer, the Company evaluates whether the nature of the contract is in the scope of Accounting Standards Codification (“ASC”) 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts(“ASC 605-35”). If ASC 605-35 applies, the Company recognizes a provision for the entire anticipated losses on contracts as soon as the loss becomes evident. In determining the anticipated losses, the Company considers the principles in ASC 606-10-32-2 through 32-27 (except for the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable consideration) to determine the transaction price, adjusted to reflect the effects of the customer's credit risk. The costs used in arriving at the estimated loss on a contract shall include all costs of the type allocable to contracts under paragraphs 340-40-25-5 through 25-8.

Current wording

When estimated contract costs exceed expected consideration under contracts with a customer, we evaluate whether the nature of the contract is in the scope of Accounting Standards Codification (“ASC”) 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts(“ASC 605-35”). If ASC 605-35 applies, we recognize a provision for the entire anticipated losses on contracts as soon as the loss becomes evident. In determining the anticipated losses, we consider the principles in ASC 606-10-32-2 through 32-27 (except for the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable consideration) to determine the transaction price, adjusted to reflect the effects of the customer's credit risk. The costs used in arriving at the estimated loss on a contract shall include all costs of the type allocable to contracts under paragraphs 340-40-25-5 through 25-8.