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Aeva Technologies, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

AEVA$11.00+19.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001193125-26-212597

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001193125-26-338179

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 96 previous paragraphs and 110 current paragraphs.

68 unchanged; 15 reworded; 19 added; 12 removed; 1 previous and 8 current paragraphs rearranged.

Tables are not compared: 2 previous and 3 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 (19)

Current report

Fair value of warrant liability consist of changes in the fair value of Series A warrants and fair value oft private placement warrants which expired in March 2026. The change in fair value of the warrants is due to the change in the stock price of the Company.

Current report

Research and development expenses increased by $2.0 million, or 9%, to $24.9 million for the three months ended June 30, 2026, from $22.8 million for the three months ended June 30, 2025. The increase was primarily due to a $1.5 million increase in stock based compensation expense, a $0.9 million increase in research and development expense, a $0.8 million increase in software license subscription expense, a $0.3 million increase in consulting expense, partially offset by a $1.4 million decrease in payroll related expense.

Current report

General and administrative expenses increased by $2.2 million, or 28%, to $10.2 million for the three months ended June 30, 2026, from $8.0 million for the three months ended June 30, 2025. The increase was primarily due to a $0.8 million increase in payroll related expense, a $0.6 million increase in stock based compensation expense and a $0.8 million increase in professional service expense.

Current report

Selling and marketing expenses increased by $0.3 million, or 18%, to $1.6 million for the three months ended June 30, 2026, from $1.4 million for the three months ended June 30, 2025. The increase was primarily due to a $0.3 million increase in stock based compensation expense, a $0.2 million increase in travel expense, partially offset by a $0.2 million decrease in marketing expense.

Current report

The change during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was due to change in the fair value of Series A warrants resulting from change in the stock price of the company at the end of the each period.

Current report

The fair value loss on share subscription liability of $70.0 million during the three months ended June 30, 2025 was a non cash charge due to change in fair value of common stock to be issued under the LG Subscription Agreement.

Current report

Product revenue decreased by $1.7 million, or 26%, to $5.0 million during the six months ended June 30, 2026, from $6.7 million for the six months ended June 30, 2025. This decrease was primarily due to a lower average selling price of units sold in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, partially offset by higher number of units sold in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current report

Professional services revenue increased by $5.2 million, or 238%, to $7.4 million during the six months ended June 30, 2026, from $2.2 million for the six months ended June 30, 2025. The increase was primarily due to a higher development activity for non-recurring engineering services during the six months ended June 30, 2026 for a new development agreement signed in second half of year ended December 31, 2025.

Current report

Cost of product revenue decreased by $0.9 million, or 14%, during the six months ended June 30, 2026, from the six months ended June 30, 2025. The decrease was primarily due to a lower material cost and manufacturing overheads related to the units sold.

Current report

Cost of professional service revenues decreased by $2.1 million, or 44%, during the six months ended June 30, 2026, from the six months ended June 30, 2025. The decrease was primarily due to a $3.8 million loss recognized on a joint development agreement during six months ended June 30, 2025, partially offset by increase in the non recurring engineering revenue during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current report

Research and development expenses increased by $3.3 million, or 7%, to $47.7 million for the six months ended June 30, 2026, from $44.4 million for the six months ended June 30, 2025. The increase was primarily due to a $2.6 million increase in stock based compensation expense, a $2.5 million increase in research and development service expense, a $0.9 million increase in software license subscription expense, a $0.4 million increase in consulting expense, partially offset by a $3.1 million decrease in payroll related expense.

Current report

The fair value loss on share subscription liability of $70.0 million during the three months ended June 30, 2025 was a non cash charge due to change in fair value of common stock to be issued under the LG Subscription Agreement.

Current report

On June 5, 2026, we completed a public offering of 5,168,539 shares of our common stock, including 674,157 shares sold pursuant to the underwriters’ exercise of their option to purchase additional shares at a public offering price of $22.25 per share. Upon completion of our public offering, we received net proceeds of $108.8 million, after deducting underwriting discounts and commissions and offering expenses.
Removed paragraphs (12)

Previous report

Selling and marketing expenses decreased marginally for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease was primarily due to decrease in marketing expense.
Reworded paragraphs (15)

Previous wording

Other income and expense primarily consist of changes in the fair value of Series A warrants, fair value of private placement warrants, interest expense on convertible notes 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 and foreign currency transaction gains and losses, as well as realized gains and losses on marketable securities.

Previous wording

Product revenue decreased by $0.1 million, or 2%, to $2.4 million during the three months ended March 31, 2026, from $2.5 million for the three months ended March 31, 2025. This decrease was primarily due to a lower average selling price of units sold in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, partially offset by higher number of units sold in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Current wording

Product revenue decreased by $1.7 million, or 39%, to $2.5 million during the three months ended June 30, 2026, from $4.2 million for the three months ended June 30, 2025. This decrease was primarily due to a lower average selling price of units sold in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, partially offset by higher number of units sold in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Previous wording

Professional services revenue increased by $2.9 million, or 332%, to $3.8 million during the three months ended March 31, 2026, from $0.9 million for the three months ended March 31, 2025. The increase was primarily due to a higher development activity for non-recurring engineering services during the three months ended March 31, 2026.

Current wording

Professional services revenue increased by $2.3 million, or 174%, to $3.6 million during the three months ended June 30, 2026, from $1.3 million for the three months ended June 30, 2025. The increase was primarily due to a higher development activity for non-recurring engineering services during the three months ended June 30, 2026.

Previous wording

Cost of product revenue increased by $0.5 million, or 18%, during the three months ended March 31, 2026, from the three months ended March 31, 2025. The increase was primarily due to higher manufacturing overheads related to the units sold.

Current wording

Cost of product revenue decreased by $1.4 million, or 35%, during the three months ended June 30, 2026, from the three months ended June 30, 2025. The decrease was primarily due to a lower material cost and manufacturing overheads related to the units sold.

Previous wording

Cost of professional service revenues increased by $0.8 million, or 170%, during the three months ended March 31, 2026, from the three months ended March 31, 2025. The increase was primarily due to an increase in the activities related to non-recurring engineering services for the three months ended March 31, 2026.

Current wording

Cost of professional service revenues decreased by $2.9 million, or 69%, during the three months ended June 30, 2026, from the three months ended June 30, 2025. The decrease was primarily due to a $3.8 million loss recognized on a joint development agreement during three months ended June 30, 2025, partially offset by an increase in the non recurring engineering revenue during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Previous wording

Interest income decreased by $0.1 million, or 13%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was due to a decrease in the interest rate, partially offset by an increase in the overall balance of interest-bearing cash equivalents and marketable securities.

Current wording

Interest income increased by $0.3 million, or 44%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was due to an increase in the overall balance of interest-bearing cash equivalents and marketable securities.

Previous wording

General and administrative expenses increased by $5.2 million, or 71%, to $12.4 million for the three months ended March 31, 2026, from $7.2 million for the three months ended March 31, 2025. The increase was primarily due to a $3.8 million increase in stock based compensation expense , a $0.5 million increase in payroll related expense, a $0.7 million increase in legal and professional expense and a $0.1 million increase in consulting expense.

Current wording

General and administrative expenses increased by $7.4 million, or 49%, to $22.6 million for the six months ended June 30, 2026, from $15.2 million for the six months ended June 30, 2025. The increase was primarily due to a $4.3 million increase in stock based compensation expense, a $1.3 million increase in payroll related expense, a $1.7 million increase in legal and professional expense and a $0.1 million increase in consulting expense.

Previous wording

Research and development expenses increased by $1.2 million, or 6%, to $22.8 million for the three months ended March 31, 2026, from $21.6 million for the three months ended March 31, 2025. The increase was primarily due to a $1.6 million increase in research and development material expense, a $1.1 million increase in stock based compensation expense, a $0.1 million increase in consulting expense, a $0.2 million increase in depreciation expense, partially offset by a $1.7 million decrease in payroll related expense.

Current wording

Selling and marketing expenses increased by $0.2 million, or 6%, to $3.5 million for the six months ended June 30, 2026, from $3.3 million for the six months ended June 30, 2025. The increase was primarily due to a $0.2 million increase in stock based compensation expense, a $0.2 million increase in travel expense, partially offset by a $0.2 million decrease in marketing expense.

Previous wording

The change during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was due to an increase in the fair value of the Series A warrants issued in connection with the Facility Agreement.

Current wording

The change during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to an 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 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. As of March 31, 2026, 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.

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 was approved by the court, 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 was paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of June 30, 2026, 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 $792.3 million as of March 31, 2026. 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 March 31, 2026, we had cash and cash equivalents and marketable securities totaling $99.5 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 March 31, 2026, 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.

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 $871.9 million as of June 30, 2026. 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, 2026, we had cash and cash equivalents and marketable securities totaling $177.9 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 June 30, 2026, 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 three months ended March 31, 2026, net cash used in operating activities was $25.8 million, attributable to a net loss of $35.0 million and a net change in operating assets and liabilities of $1.3 million, partially offset by non-cash charges of $10.4 million. Non-cash charges primarily consisted of $9.4 million in stock-based compensation, $1.3 million in depreciation and amortization expense, $0.5 million in amortization of right of use assets and $0.1 million in accretion for convertible notes, partially offset by a $0.5 million in accretion of discount on available for sale securities and a $0.5 million change in the fair value of warrant liability. The change in net operating assets and liabilities was primarily due to a $6.1 million decrease in accrued employee costs, a $0.4 million decrease in lease liability, a $0.2 million decrease in accounts payable, a $0.2 million decrease in accrued liabilities, a $0.2 million increase in inventories and a $0.1 million increase in accounts receivable, partially offset

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $57.0 million, attributable to a net loss of $114.6 million and a net change in operating assets and liabilities of $9.7 million, partially offset by non-cash charges of $67.3 million. Non-cash charges primarily consisted of a $44.3 million change in the fair value of warrant liability, $17.9 million in stock-based compensation, $2.3 million for issuance of shares for convertible note interest payment, $2.6 million in depreciation and amortization expense, $1.1 million in amortization of right of use assets and $0.2 million in accretion for convertible notes, partially offset by a $1.0 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $10.0 million decrease in accrued employee costs, a $0.8 million decrease in lease liability, a $2.6 million decrease in accrued liabilities, and a $0.4 million increase in accounts receivable, partially offset by a $2.0 increase in accounts payable, a $0.7 million increase in other current liabilities, a $0.6 million decrease in other current asset and a $0.6 million decrease in other noncurrent assets.

Previous wording

For the three months ended March 31, 2026, net cash used in investing activities was $20.5 million, attributable to purchase of investments of $36.8 million and purchase of property, plant and equipment of $2.2 million, partially offset by proceeds from maturities of available-for-sale investments of $18.5 million.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities was $86.5 million, attributable to purchase of investments of $148.1 million and purchase of property, plant and equipment of $2.4 million, partially offset by proceeds from maturities of available-for-sale investments of $64.0 million.

Previous wording

For the three months ended March 31, 2026, net cash provided by financing activities wasattributable to $5.5 million of cash received in connection with our joint development agreement with LGIT, partially offset by a $0.3 million payment of issuance cost for convertible notes.

Current wording

For the six months ended June 30, 2026, net cash provided by financing activities was $114.5 million, attributable to $109.2 million of cash received in from public offering net of expense paid and $5.5 million of cash received in connection with our joint development agreement with LGIT, partially offset by a $0.3 million payment of issuance cost for convertible notes.

Previous 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.

Current wording

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.
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

Interest expense consists of interest expense on convertible notes.

Current report — wording carried from elsewhere

Fair value loss on share subscription liability

Current report — wording carried from elsewhere

The following table sets forth our results of operations data for the periods presented:

Current report — wording carried from elsewhere

Interest income increased by $0.1 million, or 9%, during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was due to an increase in the overall balance of interest-bearing cash equivalents and marketable securities.

Current report — wording carried from elsewhere

Change in fair value of warrant liability

Current report — wording carried from elsewhere

Fair value loss on share subscription liability

Current report — wording carried from elsewhere

Interest expense increased by $2.4 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due to interest expense related to the convertible notes.

Current report — wording carried from elsewhere

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
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

a $3.8 million decrease in other current assets, a $1.5 million increase in other current liabilities, and a $0.6 million decrease in other noncurrent assets.