BETA Technologies, Inc.

This Annual Report on Form 10-K (“Annual Report”) includes “forward-looking statements” within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or the negative of such terms or similar terminology. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the important factors discussed in Part I, Item 1A. “Risk Factors” in this Annual Report for the year ended December 31, 2025.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, similar transactions or investments we may enter into.

As used in this Annual Report, unless otherwise stated or the context requires otherwise, references to “BETA,” the “Company,” “we,” “us,” and “our” refer to BETA Technologies, Inc. and its consolidated subsidiaries.

Summary Risk Factors

Our business is subject to a number of risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. You should carefully consider these risks and uncertainties when investing in our Class A common stock. The principal risks and uncertainties affecting our business include the following:

•our ability to access capital markets or obtain affordable financing to support our significant capital requirements;

•our ability to generate revenue from electric aircraft, batteries, core technologies and charging infrastructure;

•our ability to design, manufacture, certify and roll out our aircraft without significant delays;

•our ability to succeed if markets for our offerings do not materialize or grow as expected;

•our ability to succeed if the electric aviation industry does not develop or achieve market adoption or certification;

•our limited operating history, which makes evaluating our business difficult and increases investment risk;

•our history of significant losses and uncertainty regarding future profitability;

•our ability to realize returns on significant resources invested in new products and technologies;

•our ability to establish and expand international market presence;

•our exposure to location-specific risks and regulatory uncertainties in our charging network;

•our ability to commercialize technology before competitors or capture first-mover advantages;

•our dependence on market adoption of electric aircraft and infrastructure for growth;

•our reputation, which may be impacted by broader industry perception;

•our ability to keep pace with technology advances and maintain our competitive position;

•our ability to develop new aircraft and services to address market opportunities;

•our ability to compete in the highly competitive aircraft market against established aircraft manufacturers and new market entrants;

•our exposure to highly volatile demand in the electric aviation industry;

•our exposure to material harm from crashes, accidents, or incidents involving electric aircraft or batteries;

•our exposure to hazards and operational risks and ability to secure adequate insurance at reasonable prices;

•our exposure to product liability claims that could harm our business;

•our dependence on our founder and CEO, Kyle Clark;

•our ability to retain key personnel and attract skilled talent;

•our exposure to adverse effects from labor and union activities;

•our exposure to unique risks from U.S. government contracts;

•our exposure to U.S. government modification or termination of contracts;

•our ability to secure contracts and grow government and military relationships;

•our defense program’s dependence on personnel maintaining security clearances;

•our exposure to risks associated with strategic relationships;

•our exposure to conflicts with collaborators or partners that could limit our ability to implement strategies;

•our exposure to unique risks from aerospace commercial contracts;

•our exposure to adverse effects from our GE Aerospace partnership and future alliances;

•our ability to realize all expected sales;

•our exposure to revenue impact from loss of significant customers or their payment defaults;

•our dependence on suppliers and service partners for raw materials, parts and components;

•our ability to obtain, maintain, protect or enforce our intellectual property rights;

•our exposure to third-party claims that we infringe their intellectual property;

•our exposure to threats not addressed by intellectual property rights;

•our exposure to operational harm from IT and communications system failures;

•our exposure to cybersecurity attacks and incidents;

•our exposure to evolving privacy laws and potential investigations, fines and increased compliance costs;

•our exposure to adverse impacts from use of artificial intelligence (“AI”) technologies;

•our exposure to brand risks from social media and reputation damage;

•our exposure to global climate change risks, including physical and transitional risks;

•our exposure to lower-than-expected aircraft utilization due to weather and other factors;

•our exposure to unexpected aircraft and charger maintenance frequencies or costs;

•our ability to maintain adequate facilities and infrastructure to offer products or services effectively;

•our ability to use net operating losses and tax attributes, which may be limited;

•our exposure to adverse fluctuations from changes in accounting standards;

•our exposure to additional costs or reputational risks from increasing environmental, social, and governance scrutiny and requirements;

•our exposure to legal proceedings that could delay or prevent commercialization of our aircraft;

•our exposure to resource strain and management distraction from public company requirements;

•our ability to comply with aerospace and electric aircraft laws and regulations;

•our ability to comply with a wide variety of laws and regulations from federal, state, and foreign agencies;

•our ability to obtain regulatory approvals for commercialization in the U.S. or foreign markets;

•our ability to comply with stringent export and import controls and secure authorizations timely;

•our exposure to significant costs from complying with environmental, health and safety laws;

•our ability to comply with rapidly changing privacy laws relating to privacy, data protection, and security;

•our exposure to political and regulatory challenges from international subsidiaries and future operations;

•our exposure to material harm from changes in tax laws applied adversely to us;

•our exposure to operational restrictions from credit agreement covenants and impact of noncompliance;

•our ability to generate sufficient cash to service or repay indebtedness when due;

•our exposure to Class A common stock price fluctuations, which could result in stockholders losing all or part of their investment;

•our control by Kyle Clark, whose interests may conflict with other stockholders;

•our exposure to conflicts from directors and management with interests different from other stockholders;

•our status as a “controlled company” relying on NYSE governance exemptions; stockholders lack certain protections;

•our exposure to dilution or adverse stock price effects from issuance of additional capital stock;

•our intention not to pay dividends;

•our exposure to adverse trading market effects from the multi-class structure;

•our exposure to stock price reduction from future stock sales and dilution from additional equity sales;

•our exposure to adverse stockholder equity impact from terms of subsequent financings;

•our exposure to harm to competitive position and stock price from analyst downgrades or negative reports;

•our obligation to maintain effective internal controls under Sarbanes-Oxley Section 404 and the related impact on investor confidence in the event of control deficiencies;

•our use of reduced emerging growth company disclosure requirements, which may make our Class A common stock less attractive;

•our corporate governance provisions, which could make acquisitions difficult or prevent stockholder removal of management;

•our exposure to securities litigation, activist investors and short-selling campaigns;

•our certificate’s designation of Delaware Chancery Court as exclusive forum, limiting the forum available to our stockholders;

•our ability to comply with NYSE listing standards; delisting could limit stock transactions;

•our exposure to harm if deemed an investment company under the Investment Company Act;

•our exposure to adverse effects from global challenges, including tariffs, inflation, interest rates, or recession; and

•our exposure to adverse effects from public health threats.

These and other risks are more fully described in Part I, Item 1A. “Risk Factors” in this Annual Report. If any of these risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, you could lose all or part of your investment in our Class A common stock.

GLOSSARY

The following are abbreviations and definitions of certain terms used in this Annual Report, which are commonly used in the Company’s industry:

•“AAM” refers to advanced air mobility.

•“A&D” refers to aerospace and defense.

•“Backlog” refers to the aggregate number of Firm Orders and Options.

•“CTOL” refers to a Conventional Takeoff and Landing aircraft that takes off and lands at speed along a runway.

•“DARPA” refers to the Defense Advanced Research Projects Agency.

•“DCSA” refers to the Defense Counterintelligence and Security Agency.

•“DOT” refers to the U.S. Department of Transportation.

•“EAR” refers to the Export Administration Regulations.

•“EASA” refers to the European Aviation Safety Agency.

•“FAR” refers to the Federal Acquisition Regulation.

•“Final Assembly Facility” means the production facility of our aircraft manufacturing campus located in South Burlington, Vermont.

•“Fixed Based Operator” refers to an entity granted the right by an airport to operate at the airport and provide services such as, but not limited to, fueling, hangaring and parking, along with other similar services.

•“eCTOL” refers to electric Conventional Takeoff and Landing aircraft that takes off and lands at speed along a runway.

•“Enabling Technologies” include batteries, motors, flight control systems and an international network of electric charging and related equipment.

•“eVTOL” refers to electric Vertical Takeoff and Landing aircraft.

•“FAA” refers to the Federal Aviation Administration.

•“FBW” refers to a fly-by-wire system that replaces manual flight controls with electrically signaled controls.

•“FCC” refers to the BETA flight control computer.

•“Firm Orders” refers to the number of aircraft under signed agreements with financial commitments. Unless otherwise specifically described, any reference to the number or value of Firm Orders in this Annual Report is as of December 31, 2025.

•“ITAR” refers to the International Traffic in Arms Regulations.

•“OEM” refers to an original equipment manufacturer.

•“Options” refers to the number of aircraft that customers with Firm Orders have the right to purchase under signed agreements. Unless otherwise specifically described, any reference to the number or value of Options in this Annual Report is as of December 31, 2025.

•“PHMSA” refers to the Pipeline and Hazardous Materials Safety Administration.

•“SFAR” refers to the Special Federal Aviation Regulation adopted by the FAA in December 2024.

•“VTOL” refers to a Vertical Takeoff and Landing aircraft that can take off and land vertically without the use of a runway (similar to a helicopter).

•“zero-emission,” as used herein with respect to our aircraft technology, refers to aircraft that produce no exhaust emissions during flight and does not refer to any emissions associated with manufacturing electricity used to power the aircraft or manufacturing or transporting the aircraft.