Aeva Technologies, Inc.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 20, 2026
AEVA$11.00+19.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-21.
0000950170-25-042849
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-20.
0001193125-26-116518
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 100 current paragraphs.
68 unchanged; 16 reworded; 16 added; 16 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Interest income
Current report
The change during the year ended December 31, 2025, as compared to the year ended December 31, 2024, was due to an increase in the fair value of the Series A warrants issued in connection with the Facility Agreement.
Current report
Fair value gain on settlement of share subscription liability
Current report
The fair value gain on settlement of share subscription liability of $1.7 million during the year ended December 31, 2025 represented the net gain recognized from settlement of the instrument under the LG Subscription Agreement.
Current report
Other income (expense), net increased by $0.5 million for the year ended December 31, 2025 due interest expense of $0.7 million recorded on convertible debt, partially offset by a gain on foreign currency transactions.
Current report
On May 13, 2025, we entered into a Share Subscription Agreement (the “LG Subscription Agreement”) with LG Innotek Co., Ltd. (“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 this sale, we entered into a Joint Development Agreement (“JDA”) 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.
Current report
On November 4, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain funds affiliated with Apollo Global Securities, LLC relating to the sale of Convertible Notes in an aggregate principal amount of $100 million due in 2032. The Notes are guaranteed by Aeva, Inc., a wholly owned subsidiary of ours. The transactions contemplated by the Securities Purchase Agreement closed on November 6, 2025. The Notes were issued pursuant to an indenture, dated as of November 6, 2025, by and among the Company, Aeva, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee and are senior, unsecured obligations of the Company. Interest on the Notes began accruing on the Closing Date and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026, at a rate of 4.375% per year. As permitted by the terms of the Notes, we currently intend to make interest payments on the Notes in shares of our common stock.
Current report
Contractual Obligations and Other Commitments
Current report
Our commitments relate to leases of real estate. For more information, see Note 15 to our consolidated financial statements located elsewhere in this Annual Report on Form 10-K.
Current report
Warrants and Share Subscriptions
Current report
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.
Current report
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.
Current report
Equity-linked instruments that meet all equity classification conditions are recorded as a component of additional paid-in capital at issuance. Equity-linked instruments accounted for as liabilities are recognized and measured at fair value at inception and each reporting period the instrument remains outstanding. Any excess fair value over proceeds to be realized from the equity-linked instruments entered into at arm’s length, along with any changes in fair value, as determined at each reporting period, are recorded as a component of fair value loss on share subscription liability on the consolidated statements of operations and comprehensive loss. Changes in fair value are reported on the consolidated statements of cash flows as a non-cash reconciling item between net loss and net cash flows from operating activities.
Current report
Provision for Anticipated Losses on Contracts
Current report
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.
Current report
The Private Placement of shares with LGIT was 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. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for details on the provision for anticipated losses recognized on the JDA contract.
Removed paragraphs (16)
Previous report
We expect that our operating expenses in fiscal 2025 will decrease as compared to fiscal 2024.
Previous report
Interest income and Interest expense
Previous report
Stock-Based Compensation
Previous report
We recognize the cost of stock-based awards granted to our employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. We elected to recognize the effect of forfeitures in the period they occur. The fair value of the RSUs is equal to the closing price of Aeva’s common stock on the grant date. We determined the fair value of each stock option grant using the Black-Scholes option-pricing model, which is impacted by the following assumptions:
Previous report
Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern.
Previous report
The volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.
Previous report
The dividend rate used is zero as we have never paid any cash dividends on our common stock and do not anticipate doing so in the foreseeable future.
Previous report
The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
Previous report
We also grant performance based restricted stock units (the “PBRSUs”) to executives and our leadership team. PBRSUs have vesting conditions either based on pre-established performance goals of the Company or the performance of the Company’s total shareholder return. For the former, the fair value is determined based on the closing quoted price of Aeva’s common stock on the grant date and the fair value is recognized using the graded-vesting attribution method over the requisite service period. For the latter, we use a Monte Carlo simulation model to determine the fair value on the grant date and the fair value is recognized using the graded-vesting attribution method over the requisite service period.
Previous report
Warrant Liabilities
Previous report
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at fair value on the date of issuance, and each balance sheet date thereafter.
Previous report
We utilize the Black-Scholes option pricing model to value the liabilities classified warrants at each reporting period. The key assumptions in the option pricing model utilized include the following:
Previous report
The expected volatility assumption is based on Aeva's historical equity volatility or a blend of guideline public companies equity volatility.
Previous report
The expected term of the warrants is assumed to be the expected period until the expiry of the contractual term.
Previous report
The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms.
Previous report
The dividend yield is based on the historical rate, which we anticipate to remain at zero.
Reworded paragraphs (16)
Previous wording
Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. The development cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product, and can vary from several months to seven or more years depending on the industry. These development cycles result in us investing our resources prior to realizing any revenue from the commercialization or obtaining any firm commitments of pricing, volume or timing of purchases of our products by our customers. As customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.
Current wording
Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. The development cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product, and can vary from several months to years depending on the industry. These development cycles result in us investing our resources prior to realizing any revenue from the commercialization or obtaining any firm commitments of pricing, volume or timing of purchases of our products by our customers. As customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.
Previous wording
Other income and expense primarily consist of changes in the fair value of Series A warrants, fair value of private placement warrants and foreign currency transaction gains and losses, as well as realized gains and losses on marketable securities.
Current wording
Other income and expense primarily consist of changes in the fair value of Series A warrants, fair value of private placement warrants, interests expense on convertible notes and foreign currency transaction gains and losses, as well as realized gains and losses on marketable securities.
Previous wording
Revenue increased by $4.8 million, or 110%, to $9.1 million during the year ended December 31, 2024, from $4.3 million for the year ended December 31, 2023. This increase was primarily due to an increase in the sale of prototype units sold in 2024 as compared to 2023, and activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.
Current wording
Revenue increased by $9.0 million, or 99%, to $18.1 million during the year ended December 31, 2025, from $9.1 million for the year ended December 31, 2024. This increase was primarily due to an increase in the sale of units sold in 2025 as compared to 2024, and activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.
Previous wording
Cost of revenue increased by $2.7 million, or 26%, to $12.9 million during the year ended December 31, 2024, from $10.2 million for the year ended December 31, 2023. The increase was primarily due to an increase in the number of units sold in 2024 and also due to an increase in non-recurring engineering services during 2024 as compared to 2023.
Current wording
Cost of revenue increased by $5.9 million, or 46%, to $18.7 million during the year ended December 31, 2025, from $12.9 million for the year ended December 31, 2024. The increase was primarily due to an increase in the number of units sold in 2025 and also due to an increase in non-recurring engineering services during 2025 as compared to 2024.
Previous wording
Research and development expense increased slightly by $0.2 million, to $102.7 million during the year ended December 31, 2024, from $102.5 million for the year ended December 31, 2023. Research and development expenses increased primarily due to a $3.0 million increase in professional expenses, a $1.0 million increase in subscription expenses, a $0.4 million increase in miscellaneous expenses and a $0.4 million increase in depreciation expense; this was partially offset by a $3.0 million decrease in research and development material cost, a $0.6 million decrease in facility expenses, a $0.4 million decrease in legal expenses, a $0.3 million decrease in lab supplies, a $0.2 million decrease in payroll and other employee related expenses, and a $0.1 million decrease in travel expenses.
Current wording
Research and development expense decreased by $17.2 million or 17%, to $85.4 million during the year ended December 31, 2025, from $102.7 million for the year ended December 31, 2024. Research and development expenses decreased primarily due to a $9.4 million decrease in payroll and other employee related expenses, a $3.6 million decrease in stock based compensation expenses, a $6.8 million decrease in research and development material expenses, a $0.8 million decrease in consulting expenses, a $0.8 million decrease in facility expenses, a $0.6 million decrease in other expenses, a $0.3 million decrease in depreciation expenses and a $0.3 million decrease in lab supplies; this was partially offset by a $5.2 million increase in research and development service expenses, and a $0.2 million increase in travel expenses.
Previous wording
General and administrative expense increased by $1.5 million, or 5%, to $33.3 million during the year ended December 31, 2024, from $31.8 million for the year ended December 31, 2023. General and administrative expense increased primarily due to a $2.2 million increase in payroll and other employee related expenses, a $0.7 million increase in stock based compensation, a $0.5 million increase professional expenses, a $0.2 million increase in travel expense, a $0.2 increase in facility expenses, and $0.1 million increase in other expenses; this was partially offset by a $1.1 million decrease in insurance expenses, a $0.7 million decrease in legal expenses, a $0.3 million decrease in depreciation and a $0.3 million decrease in recruiting expense.
Current wording
General and administrative expense increased by $1.6 million, or 5%, to $34.9 million during the year ended December 31, 2025, from $33.3 million for the year ended December 31, 2024. General and administrative expense increased primarily due to a $2.1 million increase in stock based compensation, a $1.0 million increase in payroll and other employee related expenses, a $0.4 million for provision for doubtful debt, and a $0.3 million increase in subscription related expenses; this was partially offset by a $1.6 million decrease in legal expenses, and a $0.6 million decrease in professional expenses.
Previous wording
Selling and marketing expense decreased by $0.4 million, or 6%, to $7.2 million during the year ended December 31, 2024, from $7.6 million for the year ended December 31, 2023. Selling and marketing expense decreased due to a $0.3 million decrease in travel expenses, a $0.2 million decrease in recruiting expenses, and a $0.1 million decrease in marketing program expenses; this was partially offset by a $0.2 million increase in payroll and other employee related expenses.
Current wording
Selling and marketing expense decreased by $0.5 million, or 7%, to $6.7 million during the year ended December 31, 2025, from $7.2 million for the year ended December 31, 2024. Selling and marketing expense decreased due to a $0.3 million decrease in payroll and other employee related expenses and a $0.2 million decrease in stock based compensation.
Previous wording
During the year ended December 31, 2024, we recorded a litigation settlement expense (net) of $11.5 million, related to the Delaware Stockholder Litigation (as defined in Note 15 to our consolidated financial statements included elsewhere in this report).
Current wording
During the year ended December 31, 2024, we recorded a litigation settlement expense (net) of $11.5 million, related to the Delaware Stockholder Litigation (as defined in Note 15 to our consolidated financial statements included elsewhere in this report). No expense related to litigation settlement was recorded during the year ended December 31, 2025.
Previous wording
Interest income decreased by $1.2 million during the year ended December 31, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities.
Current wording
Interest income decreased by $5.0 million, or 64%, during the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was due to a decrease in the average balance of cash equivalents and marketable securities for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Previous wording
Other income (expense), net decreased by $9.0 million for the year ended December 31, 2024. In 2023 we issued Series A Warrants of $6.7 million and paid $3.8 million in financing transaction fees for the Facility Agreement (as defined below). In 2024 we recorded a change in fair value of Series A warrants of $1.5 million.
Current wording
Change in fair value of warrant liability
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 related to the business combination and expect to recover $2.5 million from insurance carrier. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of December 31, 2024, we have accrued a contingent liability of $14.0 million connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery. See Note 15 to our consolidated financial statements included elsewhere in this report 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, where we agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims. The settlement was paid pursuant to our indemnification obligations and from available director and officer insurance policies. 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 consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about the Delaware Stockholder Litigation. As of December 31, 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.
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 $611.9 million as of December 31, 2024. 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 December 31, 2024, we had cash and cash equivalents and marketable securities totaling $112.0 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 December 31, 2024, 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 consolidated financial statements included elsewhere in this report.
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 $757.3 million as of December 31, 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 December 31, 2025, we had cash and cash equivalents and marketable securities totaling $121.9 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 December 31, 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 consolidated financial statements included elsewhere in this report.
Previous wording
Net cash used in operating activities during the year ended December 31, 2024 of $106.9 million, was primarily attributable to a $152.3 million net loss, partially offset by a $13.0 million net change in net operating assets and liabilities and by $32.3 million of non-cash charges. Non-cash charges primarily consisted of $23.7 million in stock-based compensation, $5.5 million in depreciation of property, plant and equipment and amortization of intangibles, $3.5 million in amortization of right-of-use assets, $1.5 million in change in the fair value of warrant liabilities, and $1.1 million in impairment of inventory, partially offset by $3.5 million in accretion of discount on available for sale securities. The net change in operating assets and liabilities of $13.0 million was primarily due to a $16.6 million increase in other current liabilities arising from a $14.0 million accrual for litigation settlement cost, a $2.3 million increase in accrued liabilities, a $1.8 million increase in accounts payable and a 0.3 million decrease in other noncurrent assets; partially offset by $3.6 million decrease in lease liability, a $1.1 million increase in inventories, a $0.6 million increase in accounts receivable, a $2.6 million increase in other current assets, and a $0.3 million decrease in accrued employee cost.
Current wording
For the year ended December 31, 2025, net cash used in operating activities was $115.1 million, attributable to a $145.4 million net loss, a $25.1 million net change in net operating assets and liabilities, partially offset by a $55.4 million of non-cash charges. Non-cash charges primarily consisted of $21.8 million in stock-based compensation, $21.5 million change in the fair value of warrant liability, $3.8 million of loss on joint development agreement, $5.4 million of depreciation and amortization expense, $3.1 million of amortization of right of use assets, $0.4 of provision for doubtful debts and $0.5 million in impairment of inventories, partially offset by a $1.1 million of accretion of discount on available for sale securities. The net change in operating assets and liabilities of $25.1 million was primarily due to a $18.3 million decrease in other current liabilities, a $0.5 million decrease in accounts payable, a $8.7 million increase in other current assets, a $3.9 million increase in inventories, a $2.5 million increase in accounts receivable, and a $2.8 million decrease in lease liability, partially offset by a $8.2 million increase in accrued employee cost, a $3.3 million increase in accrued liabilities, and a $0.3 million decrease in other non-current assets.
Previous wording
Net cash provided by investing activities during the year ended December 31, 2024 of $97.9 million, was attributable to $183.0 million of cash received from the maturity and sale of available-for-sale investments, partially offset by $80.0 million used in the purchase of investments, and $5.1 million used for the purchase of property, plant and equipment.
Current wording
For year ended December 31, 2025, net cash provided by investing activities was $29.9 million, attributable to $109.5 million of cash received from the maturity and sale of available-for-sale investments, partially offset by $75.0 million used in the purchase of investments, and $4.6 million used for the purchase of property, plant and equipment.
Previous wording
Net cash used in financing activities during the year ended December 31, 2024 of $0.7 million, was attributable to a $0.8 million payment of taxes withheld on net settled vesting of restricted stock units, partially offset by $0.1 million of proceeds from stock option exercises.
Current wording
For the year ended December 31, 2025, net cash provided by financing activities was attributable to proceeds of $96.9 million from issuance of convertible notes, a $32.1 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
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to Aeva’s common stock, among other conditions for equity classification. This assessment requires the use of professional judgment, and is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
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”).