BETA Technologies, Inc.

Previous wording

We are continuing to redefine the aerospace industry. We design, manufacture, and sell high-performance electric aircraft, advanced electric propulsion systems, charging systems, and components that are positioned to transform the aviation industry. Further, we have invested in the underlying infrastructure of this breakthrough technology, which is critical to bringing electric aviation to life. We believe we have developed a differentiated presence in North America and are well positioned to expand globally.

Current wording

BETA is an aerospace and defense company designing, manufacturing, and selling high-performance electric aircraft, advanced electric propulsion systems, components, and charging systems to top operators worldwide. We have invested in the underlying infrastructure of this breakthrough technology, which is critical to bringing electric aviation to life. We believe we have developed a differentiated presence in North America and are well positioned to expand globally.

Previous wording

We are continuing to develop highly scalable technologies that can be tailored to and deployed for cost-effective and safe missions across cargo and logistics, medical, defense, and passenger end markets. Our simplified approach to designing electric aircraft allows us to service a variety of end markets and mission types while leveraging the same core technologies. The portability of our technologies and systems across various aircraft also unlocks flexibility to innovate on future generations of aircraft.

Current wording

We are continuing to develop highly scalable technologies that can be tailored to and deployed for cost-effective and safe missions across cargo and logistics, defense, passenger, and medical end markets. Our intentional approach to designing electric aircraft allows us to service a variety of end markets and mission types while leveraging the same core technologies. The portability of our technologies and systems across various aircraft also unlocks flexibility to innovate on future generations of aircraft.

Previous wording

Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, raising capital, recruiting management and technical staff to support these operations, and designing manufacturing processes. During the three and six months ended June 30, 2026, the Company continued to make investments across facilities, equipment, and tooling needed to manufacture its aircraft and charging systems.

Current wording

Since inception, we have devoted substantially all of our time and efforts to performing research and development activities, raising capital, recruiting management and technical staff to support these operations, and designing manufacturing processes.

Previous wording

Comparison of Results for the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of Results for the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

Product revenues increased by $0.7 million, or 29%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to the delivery of ground service equipment (“GSE”) to commercial and foreign government customers of $2.7 million during 2026, offset by the delivery of electric propulsion engines and batteries to commercial customers totaling $2.0 million during 2025.

Current wording

Product revenues increased by $2.3 million, or 78%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to the delivery of ground service equipment (“GSE”) to commercial and government customers of $4.3 million during 2026, offset by the delivery of electric propulsion engines to commercial customers totaling $2.0 million during 2025.

Previous wording

Product revenues decreased by $0.8 million, or 16%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was attributable to the delivery of electric propulsion engines and batteries to commercial customers totaling $4.3 million during 2025, offset by the delivery of GSE to commercial and foreign government customers of $3.5 million during 2026.

Current wording

Product revenues increased by $1.4 million, or 18%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was attributable to the delivery of GSE to commercial and government customers of $7.8 million during 2026, offset by the delivery of electric propulsion engines and batteries to commercial customers totaling $6.4 million during 2025.

Previous wording

Service revenues increased by $8.0 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to contracts with commercial customers of $6.9 million related to engineering and consulting services to support our customers’ research and development activities, $1.0 million related to completion of services for the U.S. government, and $0.1 million related to priority access to the Company’s charging stations.

Current wording

Service revenues increased by $6.5 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to contracts with commercial customers of $9.1 million related to engineering and consulting services to support our customers’ research and development activities, offset by $2.6 million related to completion of services for the U.S. government during 2025.

Previous wording

Service revenues increased by $10.0 million, or 95%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to contracts with commercial customers of $13.1 million related to engineering and consulting services to support our customers’ research and development activities and $0.3 million related to priority access to the Company’s charging stations, offset by $3.4 million related to completion of services for the U.S. government during 2025.

Current wording

Service revenues increased by $16.5 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to contracts with commercial customers of $22.5 million related to engineering and consulting services to support our customers’ research and development activities, offset by $6.0 million related to completion of services for the U.S. government during 2025.

Previous wording

Cost of product revenues increased by $1.6 million and $1.7 million during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively. The increase was attributable to labor and material costs to fulfill contracts with commercial and foreign government customers.

Current wording

Cost of product revenues increased by $0.9 million, or 52%, and by $2.5 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to labor and material costs to fulfill contracts with commercial and government customers.

Previous wording

Cost of service revenues increased by $3.8 million and $6.3 million during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively. The increase was attributable to labor and material costs to fulfill contracts with commercial and U.S. government customers.

Current wording

Cost of service revenues increased by $1.3 million and $7.7 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to labor and material costs to fulfill contracts with commercial customers.

Previous wording

Researchand development expenses are attributable to continued spend related to the development, testing, certification, and prototype production of our electric aircraft, electric propulsion systems, charging solutions, and network. The increases to research and development expenses were attributable to the following (in millions):

Current wording

Researchand development expenses are attributable to continued spend related to the development of our electric aircraft and Enabling Technologies. The increases to research and development expenses were attributable to the following (in millions):

Previous wording

General and administrative expenses increased $17.7 million, or 68%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to increased stock-based compensation expense of $5.9 million, salaries and benefits of $7.7 million due to increased headcount, and $4.1 million of other administrative costs.

Current wording

General and administrative expenses increased $19.6 million, or 65%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to increased stock-based compensation expense of $3.2 million, salaries and benefits of $8.6 million due to increased headcount, $4.6 million of professional fees, and $3.2 million of other administrative costs.

Previous wording

General and administrative expenses increased $36.7 million, or 68%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to increased stock-based compensation expense of $16.3 million, salaries and benefits of $12.1 million due to increased headcount, $2.5 million of professional fees, and $5.8 million of other administrative costs.

Current wording

General and administrative expenses increased $54.6 million, or 63%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was attributable to increased stock-based compensation expense of $19.5 million, salaries and benefits of $20.7 million due to increased headcount, $7.0 million of professional fees, and $7.4 million of other administrative costs.

Previous wording

Interest income increased $11.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and $23.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to interest on the proceeds from convertible preferred stock offerings and the IPO.

Current wording

Interest income increased $9.9 million and $32.9 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to interest on the proceeds from convertible preferred stock offerings and the IPO.

Previous wording

Interest expense increased $0.8 million, or 27%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and $1.5 million, or 27%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to a sale-leaseback transaction that occurred during 2025.

Current wording

Interest expense increased $0.2 million, or 6%, and $1.7 million, or 19%, during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to a sale-leaseback transaction that occurred during 2025.

Previous wording

We define EBITDA as net loss adjusted for interest income, interest expense, provision for income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, warrant expense, acquisition-related expense, loss on disposal of property and equipment, and IPO costs.

Current wording

We define EBITDA as net loss adjusted for interest income, interest expense, provision for income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for loss on issuance of convertible preferred stock, stock-based compensation, warrant expense, acquisition-related expense, asset disposal and other related costs, and IPO costs.

Previous wording

We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding, and consideration from contracts with customers, as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for the development of our electric aircraft and Enabling Technologies. As of June 30, 2026, we had cash and cash equivalents of $1,479 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs, and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have, in the past, and may, in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See the heading “Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” in Part I, Item 1A. “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding, and consideration from contracts with customers, as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for the development of our electric aircraft and Enabling Technologies. As of September 30, 2026, we had cash and cash equivalents of $1,343 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs, and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have, in the past, and may, in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See the heading “Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” in Part I, Item 1A. “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost, and support services, including our battery, engine, and charging services. Near-term cash requirements will also include spending on research and development of emerging technologies, strategic growth initiatives, including obtaining certifications and manufacturing our aircraft, commercial and go-to-market infrastructure. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

Current wording

Our principal uses of cash in recent periods were to fund our research and development activities, personnel costs, and support services, including our battery, engine, and charging services. Near-term cash requirements will also include spending on research and development of emerging technologies, strategic growth initiatives, including obtaining certifications and manufacturing our aircraft, commercial, and go-to-market infrastructure. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

Previous wording

During the six months ended June 30, 2026 and 2025, we used $65.3 million and $11.8 million in cash, respectively, to fund capital expenditures. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, 2026, primarily related to the investment in machinery and equipment, buildings, and our charging network.

Current wording

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of certification, investments to support our growth in operations, and production of electric aircraft and Enabling Technologies. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, 2026, primarily related to the investment in machinery and equipment, buildings and leasehold improvements, our charging network, and aircraft components.

Previous wording

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of certification, investments, infrastructure, and production of electric aircraft and Enabling Technologies. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash or grants received from our customers or governmental entities, respectively, the expansion of sales and marketing activities, and the timing and extent of spending to support development efforts, including collaborative arrangem ents.

Current wording

Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash or grants received from our customers or governmental entities, respectively, the expansion of sales and marketing activities, and the timing and extent of spending to support development efforts, including collaborative arrangem ents.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $170.2 million, primarily due to a net loss of $271.1 million, offset by non-cash charges of $80.2 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $20.7 million. This source of cash primarily reflected an increase in accounts payable, accrued expenses and current liabilities, an increase in deferred revenue, and a decrease in prepaid expenses and other current assets.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $271.4 million, primarily due to a net loss of $390.2 million, offset by non-cash charges of $106.3 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $12.5 million. This source of cash primarily reflected a decrease in prepaid expenses and other current assets.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $114.5 million, primarily due to a net loss of $158.7 million, offset by non-cash charges of $25.2 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $18.9 million. This source of cash primarily reflected an increase in accounts payable, accrued expenses and current liabilities, and a decrease in prepaid expenses and other current assets.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $183.4 million, primarily due to a net loss of $595.9 million, offset by non-cash charges of $393.1 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $19.4 million. This source of cash primarily reflected an increase in accounts payable, accrued expenses, and current liabilities.

Previous wording

For the six months ended June 30, 2026 and 2025, net cash used in investing activities was related to purchases of property and equipment to support our growth in operations, including the construction and expansion of our production and charging facilities, and investment in machinery, equipment, tooling, and technology infrastructure. For the six months ended June 30, 2025, net cash used to purchase property and equipment was partially offset by proceeds from the sale of property and equipment.

Current wording

For the nine months ended September 30, 2026 and 2025, we used $103.8 million and $24.4 million in cash, respectively, to fund capital expenditures, including investment in machinery and equipment, buildings, leasehold improvements, and purchases of aircraft components to support our growth in operations. For the nine months ended September 30, 2025, net cash used to purchase property and equipment was partially offset by proceeds from the sale of property and equipment.

Previous wording

For the six months ended June 30, 2026 and 2025, net cash provided by financing activities was primarily from the exercise of stock options, offset by repayment of borrowings and other financing activities.

Current wording

For the nine months ended September 30, 2026, net cash provided by financing activities was $8.1 million, primarily from the exercise of stock options, offset by repayment of borrowings and other financing activities. For the nine months ended September 30, 2025, net cash provided by financing activities was $598.4 million, primarily due to the proceeds received from issuances of our convertible preferred stock.

Previous wording

As of June 30, 2026, there were no material changes to our contractual obligations and commercial commitments from those described in Note 5 “Notes Payable” and Note 6 “Leases” in the audited consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

As of September 30, 2026, there were no material changes to our contractual obligations and commercial commitments in the audited consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2025, other than those described in Note 6 “Leases” of our condensed consolidated financial statements.

Previous wording

In connection with preparing our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. During the six months ended June 30, 2026, there have been no material changes to our critical accounting estimates included in the Annual Report on Form 10-K for the year ended December 31, 2025, other than as described below.

Current wording

In connection with preparing our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. During the nine months ended September 30, 2026, there have been no material changes to our critical accounting estimates included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, other than as described below.

Previous wording

We measure PSUs granted to employees and non-employees based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is adjusted at each reporting period based on the probability and timing of performance achievement. We estimate the probability and timing of achievement based on available information regarding progress made towards performance objectives at each reporting period. If we later determine that achievement of a performance objective is no longer probable, the associated expense previously recognized will be reversed.

Current wording

We measure PSUs granted to employees and non-employees based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is adjusted at each reporting period based on the probability and timing of performance achievement. We estimate the probability and timing of achievement based on available information regarding progress made toward performance objectives at each reporting period. If we later determine that achievement of a performance objective is no longer probable, the associated expense previously recognized will be reversed.