BETA Technologies, Inc.

(in thousands, except share and per share amounts)

1. Nature of Operations

BETA Technologies, Inc. (“BETA” or the “Company”) is an aerospace and defense company designing, manufacturing, and selling high-performance electric aircraft, advanced electric propulsion systems, components, and charging systems, with a focus on clean aviation technology. The Company has wholly-owned subsidiaries located in the United States and certain foreign jurisdictions for the purpose of holding its interests in aircraft, intellectual, and real property.

2. Basis of Presentation and Accounting Policies

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly state the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company.

The Company will be deemed a large accelerated filer as of December 31, 2026 and, beginning with its Annual Report on Form 10-K for the year ending December 31, 2026, the Company will no longer qualify as an emerging growth company. Accordingly, the Company will no longer be able to rely on certain exemptions and reduced disclosure requirements available to emerging growth companies, including the extended transition period for complying with recently issued accounting standards and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 2 “Basis of Presentation and Accounting Policies” to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to those policies other than aircraft components.

Aircraft Components

During the three months ended September 30, 2026, the Company began to scale manufacturing operations and purchased materials with an alternative future use, including the construction of aircraft and related components for internal business operations. The Company capitalized $26,348 of materials and other direct costs, which will be reclassified to property and equipment, net, once final use is determined. If the Company determines that the materials will not be included in the construction of aircraft and related components or no longer have an alternative future use, the costs will be expensed to research and development. In connection with the implementation of this policy, $5,047 of previously capitalized amounts as of December 31, 2025, are now presented in aircraft components.

Concentration of Credit Risk

As of September 30, 2026 and December 31, 2025,82% and 85% of accounts receivable, respectively, was derived from customers in excess of 10% of total accounts receivable.

Revenues from customers exceeding 10% of total revenues for the three and nine months ended September 30, 2026 and 2025 were as follows:

*Less than 10%

Fair Value Disclosures

As of September 30, 2026 and December 31, 2025, cash and cash equivalents included $1,148,579 and $1,550,925 of cash equivalents, respectively. The Company’s cash equivalents are determined to be Level 1 in the fair value hierarchy.

The Company’s credit facility under its credit agreement with the Export-Import Bank of the United States (the “Ex-Im Credit Facility”) is recorded on an amortized cost basis and had a fair value of $144,907 and $155,507 as of September 30, 2026 and December 31, 2025, respectively. The fair value of the Ex-Im Credit Facility is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.

In August 2026, the Company received non-cash consideration in the form of an equity investment from a customer that is a privately held entity without a readily determinable fair value. The investment of $5,000 is included in other assets on the condensed consolidated balance sheet as of September 30, 2026 and is classified as Level 3 in the fair value hierarchy. The fair value of the investment was determined using the market approach and the hybrid option pricing model based on numerous factors, including, but not limited to economic factors, industry trends, and likelihood of this entity achieving a liquidity event.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The requirements of ASU 2023-09 are effective beginning with the Company’s 2026 annual reporting period. The guidance will be applied on a prospective basis. The adoption of this accounting standard will result in incremental disclosures to the notes of our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose in the notes to the consolidated financial statements, specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. The requirements are effective beginning with the Company’s 2027 annual reporting period and 2028 interim reporting period. The Company is still evaluating the effects of adopting this accounting standard on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The requirements of ASU 2025-10 are effective beginning with the Company’s 2029 annual period and 2030 interim reporting period. The Company does not anticipate that the standard will have a material impact on the consolidated financial statements.

3. Asset Acquisition and Collaborative Arrangement

Asset Acquisition

In April 2026, the Company acquired Biocogniv, Inc. (“Biocogniv”), a developer of an agentic artificial intelligence (“AI”) platform, to assist in accelerating the design of software development in support of aircraft certification efforts. The total consideration consisted of Class A common stock valued at $10,797, net cash of $2,561, and a cash holdback of $1,645 for indemnification claims, payable in installments on thesix- andtwelve-month anniversaries of the closing date. The transaction was accounted for as an acquisition of assets because substantially all the fair value of the gross assets acquired were concentrated in a single identifiable asset. The Company recognized acquired in-process research and development (“IPR&D”) expense of $15,003, as the AI platform did not have alternative future use at the time of the acquisition. The Company incurred direct transaction costs of $1,144, which were recorded as research and development expense. During September 2026, the Company released $822 of the cash holdback for indemnification claims.

Collaborative Arrangement

In September 2025, the Company entered into a collaborative arrangement with General Electric Company, operating as GE Aerospace (“GE Aerospace”) and in connection with this arrangement, issued warrants to purchase Class A common stock. During the three and nine months ended September 30, 2026, the Company recorded research and development expense of $6,575 and $19,220, which includes $5,760 and $17,091 of warrant expense, respectively. The Company recorded research and development expense of $308 related to these warrants in the three and nine months ended September 30, 2025.

4. Revenue Recognition

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by customer type, product or service type, and geographic location, as the Company believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenues by customer type were as follows (in thousands):

The Company generated $1,252 and $3,372 of revenue from foreign customers during the three and nine months ended September 30, 2026, respectively. The Company generated $251 of revenue from foreign customers for the three and nine months ended September 30, 2025.

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of September 30, 2026, the Company’s remaining performance obligations were $28,889. The Company currently expects to recognize approximately $16,483 of the remaining performance obligations as revenue during the next 12 months and the remaining to be recognized thereafter.

Contract Liabilities

As of September 30, 2026 and December 31, 2025, the Company had total deferred revenue of $20,076 and $16,254, respectively. Total deferred revenue increased during the nine months ended September 30, 2026, primarily due to receipt of customer payments exceeding revenue recognized on performance obligations. Revenue recognized related to these balances that existed at the beginning of the year for the three months ended September 30, 2026 and 2025 was $756 and $400, respectively, and for the nine months ended September 30, 2026 and 2025 was $2,324 and $5,854, respectively.

As of September 30, 2026 and December 31, 2025, the Company had aircraft deposits of $1,000 within deferred revenue and $4,360 within deferred revenue, non-current, as of September 30, 2026. The Company has recorded aircraft deposits of $4,260 within deferred revenue, non-current, as of December 31, 2025. There areno associated revenues or cost of sales for the three and nine months ended September 30, 2026.

5. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

The Company disposed of $3,411 and $1,296 of property and equipment, net, during the three months ended September 30, 2026 and 2025, and $9,153 and $3,769 of property and equipment, net, during the nine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, the Company recorded an asset disposal cost of $5,321 to research and development expense related to the abandonment of certain machinery and equipment.

6. Leases

The Company’s lease arrangements consist of facility, vehicle, aircraft, and equipment, as well as other short-term leases for storage and office space. In connection with an operating lease agreement entered into during the nine months ended September 30, 2026, the Company has agreed to lease additional space with expected commencement dates during the remainder of 2026. The Company expects future payments of approximately $2,136 over a period of 10 years in connection with the leases that have not yet commenced.

7. Commitments and Contingencies

As of September 30, 2026, the Company was not aware of any material existing, pending, or threatened legal actions against the Company. Additionally, the Company has not incurred any material costs as a result of indemnifications nor experienced any losses related to them. As of September 30, 2026, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.

8. Stock-Based Compensation

During the nine months ended September 30, 2026, the Company granted 2,578,858 restricted stock units (“RSUs”) under the Company's 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $20.73 per share. Additionally, during the nine months ended September 30, 2026, the Company granted 2,984,909 performance-based restricted stock units (“PSUs”) under the Company’s 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $20.75 per share. The PSUs granted consist offour distinct tranches that align with quarterly performance objectives. Upon vesting, each RSU and PSU is equivalent toone share of the Company’s Class A common stock. The Company determines the fair value of PSUs using the per-share market price of the Class A common stock on the grant date. The ultimate number of PSUs that vest is contingent on performance against the Company’s pre-set objectives and will be adjusted based on the probability and timing of performance achievement. Final compensation expense recognized is based on the number of PSUs that ultimately vest. The PSUs vest within atwo-year period. There was $4,635 and $41,799 of unrecognized compensation expense related to unvested PSUs and unvested restricted stock granted during the nine months ended September 30, 2026, which is expected to be recognized over a weighted-average period of 0.5 and 3.3 years, respectively.

In April 2026, the Company’s Compensation Committee certified achievement of the first quarterly 2026 PSU performance objective, resulting in the vesting of 630,349 PSUs.

On September 28, 2026, the Company granted 642,187 shares of PSUs to align with additional performance objectives expected to be met in the fourth quarter of 2026. These PSUs had a grant-date fair value of $22.88 per share. There was $13,533 of additional unrecognized compensation expense related to this grant as of September 30, 2026.

Total stock-based compensation expense was allocated as follows (in thousands):

On November 1, 2026, the Company commenced its first offering period under the previously disclosed 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a purchase price of 15% less than the lower of the Company’s stock price on the first or last trading day of eachsix-month offering period, subject to plan limitations. Approximately half of the Company’s eligible employees participated in the plan.

During the nine months ended September 30, 2025, the Company approved modifications to certain incentive stock option awards in connection with the termination of service of an employee. These modifications resulted in an extension of the post-termination exercise period for vested awards and a change of vesting conditions for unvested awards. As a result of these modifications, the Company recorded additional stock-based compensation of $3,799.

9. Net Loss Per Share

The calculations of net loss per share were as follows (in thousands, except share and per-share amounts):

The Company’s potentially dilutive securities, which include pre-initial public offering (“IPO”) convertible preferred stock, unvested warrants, and shares issuable under stock-based compensation plans, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

10. Segment Reporting

The Company hasone operating and reportable segment- Development and Manufacturing of Electric Aircraft. The Company determined its reportable segment based on how the chief operating decision maker (“CODM”) evaluates the business. Substantially all of the Company’s fixed assets are located and its revenues are generated in the United States. The Company’s foreign operations primarily consist of expenses associated with engineering and related supporting administrative services.

The Company’s CODM is its Chief Executive Officer. During the first quarter of 2026, the Company changed the presentation of the financial information regularly provided to the CODM to evaluate segment performance and inform business decisions. The CODM reviews forecasted-to-actual segment loss for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources.

The Company’s prior-period segment amounts have been recast in the table below to conform to the new presentation of significant expenses. A reconciliation of segment loss to net loss was as follows (in thousands):

(1)Includes selling, marketing, shipping, and freight expenses.

(2)Includes loss on issuance of convertible preferred stock, acquisition-related expense, asset disposal and other related costs, interest income/expense, IPO costs, and provision for income taxes.

11. Government Assistance

As a result of government assistance received during the three months ended September 30, 2026 and 2025, the Company recorded a reduction to property and equipment of $1,500 and $1,190, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded a reduction to property and equipment of $1,590 and $1,888, respectively.

12. Related Party Transactions

The Company has generated revenue from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, GE Aerospace, and Advanced Regenerative Manufacturing Institute, Inc. These amounts are disclosed within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.

Additionally, the Company enters into certain transactions with management for the lease of aircraft and property for use within the business. The aggregate expenses are included with general and administrative expenses for the three and nine months ended September 30, 2026 and 2025.

Sale-Leaseback Transaction

During 2025, the Company entered into a sale-leaseback transaction with an associated company of a board member fortwo of its buildings with an initial leaseback term of 29 years. Payments representing interest expense were made under the financing.

GE Aerospace

In September 2025, the Company issued convertible Series C-1 preferred stock to GE Aerospace for total proceeds of $300,000, which converted into Class A common stock as the result of the IPO. Additionally, the Company performed engineering and integration services for GE Aerospace and recognized $4,119 and $16,633 of service revenues during the three and nine months ended September 30, 2026, respectively.