What changed in Aeva Technologies, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Aeva Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+171 added−154 removedSource: 10-K (2026-03-20) vs 10-K (2025-03-21)
Top changes in Aeva Technologies, Inc.'s 2025 10-K
171 paragraphs added · 154 removed · 116 edited across 1 sections
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+171 / −154 · 116 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
116 edited+55 added−38 removed112 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
116 edited+55 added−38 removed112 unchanged
2024 filing
2025 filing
Biggest changeHow the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the accounting and the fair value of the Series A warrant liability included the following, among others: • Evaluated adequacy of Company’s accounting assessment and conclusion to classify Series A Warrants as a liability considering ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity. • We tested the design and implementation of internal controls over the Company’s process for capturing and accounting for the Series A Warrants and determining the fair value measurements of the warrant liability, including the Company’s estimates and assumptions used in the BS model. • With the assistance of our fair value specialists, we evaluated the reasonableness of the fair value measurement of the Series A warrant liability, as follows: ▪ Evaluating the Company’s selection of the BS model to determine fair value measurements of the Series A warrant liability ▪ Evaluating the incorporation of the applicable estimates and assumptions into the BS model and testing the model's mathematical accuracy ▪ Testing the underlying source information used by the Company in making estimates and assumptions ▪ Developing a range of independent estimates and comparing our estimates to those used by the Company ▪ Recalculating the fair value of the Series A warrant liability based on our independent estimates and comparing our calculation to the Company’s fair value calculation • We evaluated the Company’s disclosures of the fair value measurements of the Series A warrant liability. /s/ Deloitte & Touche LLP San Jose, California March 20, 2025 We have served as the Company's auditor since 2020. 57 AEVA TECHNOLOGIES, INC.
Biggest changeHow the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the accounting and the Share Subscription Agreement and Joint Development Agreement included the following, among others: • We tested the design and implementation of internal controls over the Company’s process for capturing and accounting for the Share Subscription Agreement and Joint Development Agreement. • We evaluated the terms of the underlying agreements and assessed the appropriateness of the Company's accounting for the SSA and JDA in conformity with accounting principles generally accepted in the United States of America. • With the assistance of our fair value specialists, we evaluated the reasonableness of the methodology, assumptions and inputs used by Management to estimate the fair value of the SSA. • Tested the mathematical accuracy of the provision for anticipated losses and evaluated management’s methodology, assumptions, and inputs used to develop the estimate, including a retrospective review of the estimate. /s/ Deloitte & Touche LLP San Jose, California March 19, 2026 We have served as the Company's auditor since 2020. 62 AEVA TECHNOLOGIES, INC.
When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data .
When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; 68 Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data .
Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations 83 under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations. Note 16.
Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations. Note 16.
Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive loss. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method. Interest on marketable securities is included in interest income.
Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive loss. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method.
The CODM considers the impact of the significant segment expenses in the table below on net loss. The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than as presented in the Company's consolidated balance sheets.
The CODM considers the impact of the significant segment expenses in the table below on net loss. 91 The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than as presented in the Company's consolidated balance sheets.
The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary though typically, stock options vest over four 76 years with 25 % of stock options vesting on the first anniversary of the grant and the remaining 75 % vesting monthly over the remaining 36 months.
The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary though typically, stock options vest over four years with 25 % of stock options vesting on the first anniversary of the grant and the remaining 75 % vesting monthly over the remaining 36 months.
The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used 81 in any given year in the event of special occurrences, including significant ownership changes.
The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes.
The Company analyzed the Series A Warrants and determined that they are freestanding and do not exhibit any of the characteristics within ASC 480, and as such do not meet the characteristics of a liability under ASC 480.
The Company 81 analyzed the Series A Warrants and determined that they are freestanding and do not exhibit any of the characteristics within ASC 480, and as such do not meet the characteristics of a liability under ASC 480.
When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations.
When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statement of operations.
Net Loss Attributable Per Share to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable per share to common stockholders by the weighted-average number of common shares used in the loss per share calculation during the period.
Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing net loss per share attributable to common stockholders by the weighted average number of common shares used in the net loss per share calculation during the period.
The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume , the trading price of the common stock being below $ 15 at the time of the Advance request and other customary conditions.
The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume , the trading price of the common stock being below $ 38 at the time of the Advance request and other customary conditions.
The Company elected to apply the measurement alternative, and as such, records the investment at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes in orderly transactions. During the fiscal year ended December 31, 2024, the Company did not identify any impairment or observable price changes for this non-marketable equity investment. Note 9.
The Company elected to apply the measurement alternative, and as such, records the investment at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes in orderly transactions. During the fiscal year ended December 31, 2025, the Company did not identify any impairment or observable price changes for this non-marketable equity investment. Note 9.
However, Series A Warrants do not meet all requirements for equity classification under ASC 815, and therefore are classified as a liability on the Company’s consolidated balance sheets. As of December 31, 2024, the Company had 3,000,000 Series A Warrants outstanding. The Series A Warrants were issued as consideration for entering into the Facility Agreement as discussed above.
However, Series A Warrants do not meet all requirements for equity classification under ASC 815, and therefore are classified as a liability on the Company’s consolidated balance sheets. As of December 31, 2025, the Company had 3,000,000 Series A Warrants outstanding. The Series A Warrants were issued as consideration for entering into the Facility Agreement as discussed above.
Changes in internal control over financial reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in internal control over financial reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aeva Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aeva Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").
Based on our evaluation under the COSO framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Based on our evaluation under the COSO framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria established in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in 86 decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in 93 decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
Since the only substantive assets acquired was intellectual property the entire purchase price was allocated to the intellectual property. The acquired intellectual property has a weighted-average useful life of 5 years . The Company recorded amortization expense related to the acquired intangible assets of $ 0.9 million for each of the years ended December 31, 2024, 2023 and 2022.
Since the only substantive assets acquired was intellectual property the entire purchase price was allocated to the intellectual property. The acquired intellectual property has a weighted-average useful life of 5 years . The Company recorded amortization expense related to the acquired intangible assets of $ 0.9 million for each of the years ended December 31, 2025, 2024 and 2023.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Financing transaction Private Investment On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of 7,360,460 shares of the Company’s common stock, $ 0.0001 par value per share (the “PIPE Shares”), at a price of $2 .90 per PIPE Share for an aggregate purchase price of approximately $ 21.4 million (the “Private Placement”).
Financing transaction Private Investment On November 8, 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of 7,360,460 shares of the Company’s common stock, par value $ 0.0001 per share (the “PIPE Shares”), at a purchase price of $ 2.90 per share for aggregate gross proceeds of approximately $ 21.4 million (the “Private Placement”).
If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. 64 If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net.
If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income (expense), net.
The issuance costs related to the Facility Agreement were expensed as incurred as it failed to meet the equity classification guidance under ASC 815-40, and were deemed to be a derivative asset. The fair value of the derivative asset was not material as of and for the period ended December 31, 2024.
The issuance costs related to the Facility Agreement were expensed as incurred as it failed to meet the equity classification guidance under ASC 815-40, and were deemed to be a derivative asset. The fair value of the derivative asset was not material as of and for the period ended December 31, 2025.
However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock. Note 11.
However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock.
Legal costs incurred in connection with loss contingencies are expensed as incurred. 68 Foreign Currency Translation Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the statements of operations.
Legal costs incurred in connection with loss contingencies are expensed as incurred. 73 Foreign Currency Translation Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the statements of operations.
As of December 31, 2024, all conditions to request an Advance under the Facility Agreement were met. Any preferred stock issued in connection with the Facility Agreement will rank senior to common stock upon the Company’s liquidation, dissolution or winding up.
As of December 31, 2025, all conditions to request an Advance under the Facility Agreement were met. Any preferred stock issued in connection with the Facility Agreement will rank senior to common stock upon the Company’s liquidation, dissolution or winding up.
The weighted-average grant date fair value of the market-based PBRSUs was $ 1.40 per share.
The 85 weighted-average grant date fair value of the market-based PBRSUs was $ 1.40 per share.
Cash and Cash Equivalent and Marketable Securities The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities.
Cash and Cash Equivalent and Marketable Securities The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. Marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Capital Structure As of December 31, 2024, the Compan y was authorized to issue up to 422,000,000 shares of common stock, each with a par value of $ 0.0001 per share. 75 Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share.
Capital Structure As of December 31, 2025, the Compan y was authorized to issue up to 422,000,000 shares of common stock, each with a par value of $ 0.0001 per share. Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share.
Total revenue estimates are based on negotiated contract prices and demand quantities, and could be influenced by risks and uncertainties, including manufacturing or supply chain constraints, mo difications to customer agreements, and regulatory changes, among other factors. Accordingly, the actual revenue recognized for the remaining performance obligation in future periods may significantly fluctuate from these estimates. 70 Note 3.
Total revenue estimates are based on negotiated contract prices and demand quantities, and could be influenced by risks and uncertainties, including manufacturing or supply chain constraints, modifications to customer agreements, and regulatory changes, among other factors. Accordingly, the actual revenue recognized for the remaining performance obligation in future periods may significantly fluctuate from these estimates. 76 Note 3.
The Company has completed analysis as of December 31, 2024 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.
The Company has 89 completed analysis as of December 31, 2025 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.
Acquisition and Intangible Assets During the year ended December 31, 2021, the Company purchased certain intellectual property for a total consideration of approximately $ 4.5 million in cash. The assets acquired primarily consists of intellectual property (patents).
Acquisition and Intangible Assets During the year ended December 31, 2021, the Company purchased certain intellectual property for a total consideration of approximately $ 4.5 million in cash.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year ended December 31, 2024 2023 2022 Unrecognized tax benefits as of the beginning of the year $ 13,809 $ 8,872 $ 4,702 Increase related to prior year tax provisions 111 — ( 100 ) Decrease related to prior year tax provisions — — — Increase related to current year tax provisions 4,397 4,937 4,270 Statue lapse — — — Unrecognized tax benefits as of the end of the year $ 18,317 $ 13,809 $ 8,872 There are no amounts included in the balance of unrecognized tax benefits as of December 31, 2024, 2023 and 2022, that, if recognized, would affect the effective tax rate.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year ended December 31, 2025 2024 2023 Unrecognized tax benefits as of the beginning of the year $ 18,317 $ 13,809 $ 8,872 Increase related to prior year tax provisions — 111 — Decrease related to prior year tax provisions — — — Increase related to current year tax provisions 5,345 4,397 4,937 Statue lapse — — — Unrecognized tax benefits as of the end of the year $ 23,662 $ 18,317 $ 13,809 There are no amounts included in the balance of unrecognized tax benefits as of December 31, 2025, 2024 and 2023, that, if recognized, would affect the effective tax rate.
The Company applied a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and determine the transaction should be accounted for as an asset acquisition.
The assets acquired primarily consists of intellectual property (patents). 78 The Company applied a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and determine the transaction should be accounted for as an asset acquisition.
Remaining Performance Obligations As of December 31, 2024, the total amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original duration greater than one year was $ 47.0 million, of which approximately 20 % is expected to be recognized as revenue over the next 12 months, and the remainder thereafter.
Remaining Performance Obligations As of December 31, 2025, the total amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original duration greater than one year was $ 34.8 million, of which approximately 31 % is expected to be recognized as revenue over the next 12 months, and the remainder thereafter.
The purchase price of shares is 85 % of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, participants are subject to $ 25,000 annual purchase restriction. No ESPP shares were purchased during 2024.
The purchase price of shares is 85 % of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, participants are subject to $ 25,000 annual purchase restriction.
As of December 31, 2024, expected amortization expense relating to purchased intangible assets over the remaining life was as follows (in thou sands): Intangibles 2025 900 2026 825 Total future amortization $ 1,725 72 Note 5.
As of December 31, 2025, expected amortization expense relating to purchased intangible assets over the remaining life was as follows (in thou sands): Intangibles 2026 825 Total future amortization $ 825 Note 5.
As of December 31, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding. Warrants As of December 31, 2024, the Company had 1 2,074,876 public warrants and 384,000 private warrants outstanding, exercisable for 2,491,776 shares of common stock.
As of December 31, 2025 and December 31, 2024, no shares of preferred stock were issued and outstanding. 83 Warrants As of December 31, 2025, the Company had 12,074,876 public warrants and 384,000 private warrants outstanding, exercisable for 2,491,776 shares of common stock.
Fair Value of Financial Instruments The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities. 63 The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
Fair Value of Financial Instruments The Company’s cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued liabilities and accrued employee costs approximate their fair value due to their short maturities. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
To the extent, if any, a conversion would result in the holder thereof becoming the beneficial owner of more than 19.9 % of the 74 Company’s outstanding common stock, the Company will issue to such holder a pre-funded warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.
To the extent, if any, a conversion would result in the holder thereof becoming the beneficial owner of more than 16,428,553 shares of the Company’s outstanding common stock, the Company will issue to such holder a pre-funded warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.
Operating lease costs for the year ended December 31, 2024, 2023 and 2022, were $ 3.8 million, $ 3.7 million, and $ 3.3 million, respectively. Short-term lease costs for the years ended December 31, 2024 and 2023, were $ 0.1 million and $ 0.1 million, respectively.
Operating lease costs for the years ended December 31, 2025, 2024 and 2023, were $ 3.5 million, $ 3.8 million, and $ 3.7 million, respectively. Short-term lease costs for the years ended December 31, 2025 and 2024, were $ 0.1 million and $ 0.1 million, respectively.
Stock-based Compensation Stock Options The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and RSUs may be granted to employees. Under the Stock Plans, the Company has 1,084,978 shares available for issuance as of December 31, 2024.
Stock-based Compensation Stock Options The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and RSUs may be granted to employees. Under the Stock Plans, the Company has 405,221 shares available for issuance as of December 31, 2025.
As of December 31, 2024, the Company had $ 28.8 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted average period of 2.6 years.
As of December 31, 2025, the Company had $ 38.8 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted average period of 2.5 years.
These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Provision for product warranties was immaterial for all periods presented.
These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.
Each Series A Warrant is currently exercisable and expires in December 2027. Holders shall not have the right to exercise the Series A Warrants to the extent such person would beneficially own in excess of 19.9 % of the Company’s outstanding common stock immediately after giving effect to such exercise.
Each Series A Warrant is currently exercisable and expires in December 2027. Holders shall not have the right to exercise the Series A Warrants to the extent such person would beneficially own in excess of 16,428,553 shares of the Company’s outstanding common stock as adjusted immediately after giving effect to such exercise.
Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for credit loss quarterly based on historical experience with each customer and the specifics of each arrangement.
Interest on marketable securities is included in interest income. 69 Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for credit loss quarterly based on historical experience with each customer and the specifics of each arrangement.
RSU’s typically vest 25 percent upon the one-year anniversary date from the initial vesting date, with 12.5 % vesting on each six-month anniversary date over the following three years . The RSUs are subject to a time-based vesting condition.
RSUs typically vest 25 percent upon the one-year anniversary date from the initial vesting date, with 12.5 % vesting on each six-month anniversary date over the following three years . The RSUs are subject to time-based vesting conditions. PBRSUs are subject to a time-based vesting condition and a performance condition or market condition.
All intercompany transactions and balances have been eliminated in consolidation On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “common stock”).
On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “common stock”).
Standby Equity Purchase Agreement On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $ 125 million of its shares of convertible redeemable non-voting preferred stock, subject to satisfaction of certain conditions, by November 8, 2026.
Sylebra is a related party due to its shareholding in the Company and representation on the Company’s board of directors. 80 Standby Equity Purchase Agreement On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $ 125 million of its shares of convertible redeemable non-voting preferred stock, subject to satisfaction of certain conditions, by November 8, 2026.
Commitments and Contingencies Leases The weighted-average remaining lease terms were 1.2 years and 2.0 years as of December 31, 2024 and 2023, respectively. The weighted-average discount rates were 6.04 % as of December 31, 2024 and 2023, respectively.
Commitments and Contingencies Leases The weighted-average remaining lease terms were 3.1 years and 1.2 years as of December 31, 2025 and 2024, respectively. The weighted-average discount rates were 8.5 % and 6.04 % as of December 31, 2025 and 2024, respectively.
Contract modifications. The Company may modify contracts to change the scope or price (or both) of a contract. When a modification results in an increase to the scope or price of a contract of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification.
When a modification results in an increase to the scope or price of a contract of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification.
Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognition revenue through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.
Provision for product warranties was immaterial for all periods presented. 70 Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognition revenue through the following steps: • Identifying the contract, or contracts, with the customer; • Identifying the performance obligations in the contract; • Determining the transaction price; • Allocating the transaction price to performance obligations in the contract; and • Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.
The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of 62 $ 611.9 million as of December 31, 2024.
The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $ 757.3 million as of December 31, 2025.
Intangible assets have been determined to have finite lives and are amortized on a straight-line basis over their estimated remaining economic lives, which is estimated at five years. Amortization expense is included in general and administrative expenses.
Intangible Assets Intangible assets consist of purchased patents that are stated at cost less accumulated amortization. Intangible assets have been determined to have finite lives and are amortized on a straight-line basis over their estimated remaining economic lives, which is estimated at five years. Amortization expense is included in general and administrative expenses.
In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield. 71 The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): December 31, 2024 December 31, 2023 Fair value, beginning balance $ 6,772 $ 90 Fair value at issuance of Series A warrants — 6,450 Change in the fair value of Series A warrants included in other income (expense), net 1,500 300 Change in the fair value of private placement warrants included in other income (expense), net ( 14 ) ( 68 ) Fair value, closing balance $ 8,258 $ 6,772 The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: December 31, 2024 December 31, 2023 Expected term (years) 1.2 2.2 Expected volatility 90.0 % 94.1 % Risk-free interest rate 4.21 % 4.23 % Dividend yield 0 % 0 % Exercise Price $ 57.50 $ 57.50 The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods: December 31, 2024 December 31, 2023 Expected term (years) 3.0 4.0 Expected volatility 90.0 % 87.2 % Risk-free interest rate 4.23 % 3.89 % Dividend yield 0 % 0 % Exercise Price $ 5.00 $ 5.00 Note 4.
In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield. 77 The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): December 31, 2025 December 31, 2024 Fair value, beginning balance $ 8,258 $ 6,772 Change in the fair value of Series A warrants included in other income (expense), net 21,479 1,500 Change in the fair value of private placement warrants included in other income (expense), net ( 26 ) ( 14 ) Fair value, closing balance $ 29,711 $ 8,258 The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: December 31, 2025 December 31, 2024 Expected term (years) 0.2 1.2 Expected volatility 101.0 % 90.0 % Risk-free interest rate 3.67 % 4.21 % Dividend yield 0 % 0 % Exercise Price $ 57.50 $ 57.50 The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods: December 31, 2025 December 31, 2024 Expected term (years) 2.0 3.0 Expected volatility 101.0 % 90.0 % Risk-free interest rate 3.48 % 4.23 % Dividend yield 0 % 0 % Exercise Price $ 5.00 $ 5.00 Convertible notes As of December 31, 2025, the fair value of the Company’s convertible notes was $ 101.0 million.
Other current liabilities Other current liabilities consisted of the following (in thousands): December 31, December 31, 2024 2023 Litigation settlement $ 14,000 $ — Deferred revenue 4,001 2,076 Other current liabilities 1,173 448 Total other current liabilities $ 19,174 $ 2,524 Note 10.
Other current liabilities Other current liabilities consisted of the following (in thousands): December 31, December 31, 2025 2024 Litigation settlement $ — $ 14,000 Deferred revenue 284 4,001 Other current liabilities 2,204 1,173 Total other current liabilities $ 2,488 $ 19,174 Note 10.
Total revenue for the years ende d December 31, 2024, 2023 and 2022, based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 7,814 86 % $ 2,815 65 % $ 2,965 71 % Asia 603 7 % 728 17 % 1,085 26 % Europe 475 5 % 769 18 % 142 3 % Oceania 173 2 % — — — — Total $ 9,065 100 % $ 4,312 100 % $ 4,192 100 % Revenue by timing of recognition: Recognized at a point in time $ 5,681 63 % $ 3,877 90 % $ 2,735 65 % Recognized over time 3,384 37 % 435 10 % 1,457 35 % Total $ 9,065 100 % $ 4,312 100 % $ 4,192 100 % Point in time revenue was primarily related to product revenue and over time revenue was from non-recurring engineering services.
Total revenue for the years ende d December 31, 2025, 2024 and 2023, based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 13,289 74 % $ 7,814 86 % $ 2,815 65 % Asia 611 3 % 603 7 % 728 17 % Europe 3,867 21 % 475 5 % 769 18 % Oceania 312 2 % 173 2 % — — Total $ 18,079 100 % $ 9,065 100 % $ 4,312 100 % Revenue by timing of recognition: Recognized at a point in time $ 11,069 61 % $ 5,681 63 % $ 3,877 90 % Recognized over time 7,010 39 % 3,384 37 % 435 10 % Total $ 18,079 100 % $ 9,065 100 % $ 4,312 100 % Point in time revenue was primarily related to product revenue and over time revenue was from non-recurring engineering services.
Other non-current assets Other non-current assets consist of the following (in thousands): As of December 31, 2024 2023 Non-marketable equity investments $ 5,000 $ 5,000 Security deposits 815 1,116 Other non-current assets 2,491 16 Total other non-current assets $ 8,306 $ 6,132 73 In November 2023, the Company made an investment in 700,440 shares of preferred stock of a private company f or a cash consideration of $ 5.0 million.
Other non-current assets Other non-current assets consist of the following (in thousands): As of December 31, 2025 2024 Non-marketable equity investments $ 5,000 $ 5,000 Security deposits 500 815 Joint development agreement receivable 1,500 — Other non-current assets 26 2,491 Total other non-current assets $ 7,026 $ 8,306 In November 2023, the Company made an investment in 700,440 shares of preferred stock of a private company f or a cash consideration of $ 5.0 million.
Every five public and private warrant entitles the registered holder to purchase one share of common stock at a price of $ 57.50 per share. Additionally, the Company also issued 3,000,000 Series A Warrants in connection with the Facility Agreement.
Every five public and private warrant entitles the registered holder to purchase one share of common stock at a price of $ 57.50 per share. These warrants expired on March 12, 2026, and trading of the public warrants was suspended upon expiration. Additionally, the Company also issued 3,000,000 Series A Warrants in connection with the Facility Agreement.
Financial Instruments The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2024 Adjusted Cost Unrealized Gain Unrealized Losses Fair Value Cash and Cash Equivalent Marketable Securities (in thousands) Assets Cash $ 14,237 $ — $ — $ 14,237 $ 14,237 $ — Level 1 Money market funds 10,645 — — 10,645 10,645 — Level 2 U.S. agency securities 17,492 14 ( 2 ) 17,504 — 17,504 U.S.
Financial Instruments The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2025 Adjusted Cost Unrealized Gain Unrealized Losses Fair Value Cash and Cash Equivalent Marketable Securities (in thousands) Assets Cash $ 16,690 $ — $ — $ 16,690 $ 16,690 $ — Level 1 Money market funds 16,977 — — 16,977 16,977 — Level 2 U.S.
Contract Assets and Contract Liabilities As of December 31, 2024 and 2023, the Company had contract assets of $ 0.1 million each, respectively, recognized in other current assets. As of December 31, 2024 and December 31, 2023, the Company had $ 4.0 million $ 2.1 million, respectively, recognized in other current liabilities.
As of December 31, 2025 and December 31, 2024, the Company had contract liabilities of $ 0 million and $ 4.0 million, respectively, recognized in other current liabilities.
The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, dividend yield rate and the risk-free rate.
The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, dividend yield rate and the risk-free rate.
The Company also has federal and California research and development tax credit carryforwards of $ 27.7 million and $ 18.0 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely.
The Company also has federal and California research and development tax credit carryforwards of $ 34.3 million and $ 23.9 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely.
Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year ended December 31, 2024 2023 2022 Numerator: Net loss $ ( 152,261 ) $ ( 149,333 ) $ ( 147,305 ) Net loss attributable per share to common stockholders ( 152,261 ) ( 149,333 ) ( 147,305 ) Denominator: Weighted average shares of common stock outstanding – Basic 53,359,685 45,412,155 43,461,579 Dilutive effect of potential common stock — — — Weighted average shares of common stock outstanding – Diluted 53,359,685 45,412,155 43,461,579 Net loss per share attributable to common stockholders – Basic and Diluted $ ( 2.85 ) $ ( 3.29 ) $ ( 3.39 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive: Year ended December 31, 2024 2023 2022 Common stock options issued and outstanding 2,370,672 2,414,730 2,686,835 Restricted stock units 6,549,869 5,199,811 2,388,909 Performance-based restricted stock units 1,911,765 1,911,765 — Common stock warrants 2,491,776 2,491,776 2,491,776 Series A warrants 3,000,000 3,000,000 — Total 16,324,082 15,018,082 7,567,520 Note 13.
Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data): Year ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 145,428 ) $ ( 152,261 ) $ ( 149,333 ) Net loss attributable per share to common stockholders ( 145,428 ) ( 152,261 ) ( 149,333 ) Denominator: Weighted average shares of common stock outstanding – Basic 57,023,024 53,359,685 45,412,155 Dilutive effect of potential common stock — — — Weighted average shares of common stock outstanding – Diluted 57,023,024 53,359,685 45,412,155 Net loss per share attributable to common stockholders – Basic and Diluted $ ( 2.55 ) $ ( 2.85 ) $ ( 3.29 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive: Year ended December 31, 2025 2024 2023 Common stock options issued and outstanding 2,316,417 2,370,672 2,414,730 Restricted stock units 7,137,273 6,549,869 5,199,811 Performance-based restricted stock units 735,294 1,911,765 1,911,765 Common stock warrants 2,491,776 2,491,776 2,491,776 Series A warrants 3,000,000 3,000,000 3,000,000 Convertible notes 6,303,480 — — Total 21,984,240 16,324,082 15,018,082 Note 13.
As of December 31, 2024 five customers accounted for 68% and as of December 31, 2023 one customer accounted for 42% of accounts receivable, respectively. As of December 31, 2024, one vendor accounted for 40 % accounts payable and as of December 31, 2023, three vendors accounted for 34 % accounts payable each.
As of December 31, 2025 three customers accounted for 72 % and as of December 31, 2024 five customers accounted for 68 % of accounts receivable, respectively. As of December 31, 2025, three vendors accounted for 33 % accounts payable and as of December 31, 2024, one vendor accounted for 40 % accounts payable each.
As of December 31, 2024, the Company had $ 308.7 million of U.S. federal and $ 230.5 million of state net operating loss carryforwards available to reduce future taxable income, of which $ 305.5 million will be carried forward indefinitely for U.S. federal tax purposes and the remainder of losses will expire beginning in 2036 for federal and 2031 for state tax purposes.
As of December 31, 2025, the Company had $ 607.4 million of U.S. federal and $ 356.1 million of state net operating loss carryforwards available to reduce future taxable income, of which $ 604.2 million will be carried forward indefinitely for U.S. federal tax purposes and the remainder of losses will expire beginning in 2036 for federal and 2031 for state tax purposes.
Assets are held as construction in progress until placed into service, upon which date, the Company begins to depreciate the assets over their estimated useful lives.
Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date, the Company begins to depreciate the assets over their estimated useful lives.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 152,261 ) $ ( 149,333 ) $ ( 147,305 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,480 4,622 3,265 Impairment of inventories 1,140 224 1,664 Fair value at issuance of Series A warrants — 6,500 — Change in fair value of warrant liabilities 1,486 182 ( 970 ) Stock-based compensation 23,708 23,675 24,247 Amortization of right-of-use assets 3,463 3,108 2,882 Realized loss on available-for-sale securities — — 29 Amortization of premium and accretion of discount on available-for-sale securities, net ( 3,537 ) ( 2,973 ) 389 Other 563 — — Changes in operating assets and liabilities: Accounts receivable ( 559 ) 2,259 ( 546 ) Inventories ( 1,111 ) 353 ( 2,552 ) Other current assets ( 2,566 ) 279 3,634 Other noncurrent assets 318 ( 270 ) ( 3 ) Accounts payable 1,835 ( 1,592 ) 1,287 Accrued liabilities 2,334 ( 6,415 ) 4,953 Accrued employee costs ( 260 ) 1,322 2,525 Lease liability ( 3,595 ) ( 3,097 ) ( 2,871 ) Other current liabilities 16,649 2,330 ( 539 ) Net cash used in operating activities ( 106,913 ) ( 118,826 ) ( 109,911 ) Cash flows from investing activities: Purchase of property, plant, and equipment (including advance) ( 5,107 ) ( 6,104 ) ( 7,439 ) Purchase of non-marketable equity investments — ( 5,000 ) — Purchase of available-for-sale securities ( 79,980 ) ( 152,364 ) ( 210,197 ) Proceeds from maturities of available-for-sale securities 182,988 232,745 328,526 Net cash provided by investing activities 97,901 69,277 110,890 Cash flows from financing activities: Proceeds from issuance of stock in private placement — 21,455 — Transaction costs related to issuance of stock in private placement — ( 818 ) — Payments of taxes withheld on net settled vesting of restricted stock units ( 752 ) ( 199 ) ( 720 ) Proceeds from exercise of stock options 81 238 350 Proceeds from exercise of warrants — — 1 Net cash (used in) provided by financing activities ( 671 ) 20,676 ( 369 ) Net increase (decrease) in cash and cash equivalents ( 9,683 ) ( 28,873 ) 610 Beginning cash and cash equivalents 38,547 67,420 66,810 Ending cash and cash equivalents $ 28,864 $ 38,547 $ 67,420 Supplemental disclosures of cash flow information: Cash paid for interest $ — $ — $ — Cash paid for income taxes $ 165 $ — $ — Supplemental disclosure of noncash investing and financing activities: Unpaid property, plant and equipment purchases $ 835 $ 90 $ 79 Right-of-use asset obtained in exchange for lease liability $ — $ 2,995 $ — The accompanying notes are an integral part of these consolidated financial statements. 61 AEVA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 145,428 ) $ ( 152,261 ) $ ( 149,333 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,381 5,480 4,622 Impairment of inventories 493 1,140 224 Loss of joint development agreement 3,785 — — Fair value at issuance of Series A warrants — — 6,500 Change in fair value of warrant liabilities 21,453 1,486 182 Stock-based compensation 21,843 23,708 23,675 Amortization of right-of-use assets 3,106 3,463 3,108 Amortization of premium and accretion of discount on available-for-sale securities, net ( 1,050 ) ( 3,537 ) ( 2,973 ) Other 423 563 — Changes in operating assets and liabilities: Accounts receivable, net ( 2,537 ) ( 559 ) 2,259 Inventories ( 3,936 ) ( 1,111 ) 353 Other current assets ( 8,715 ) ( 2,566 ) 279 Other noncurrent assets 288 318 ( 270 ) Accounts payable ( 504 ) 1,835 ( 1,592 ) Accrued liabilities 3,314 2,334 ( 6,415 ) Accrued employee costs 8,162 ( 260 ) 1,322 Lease liability ( 2,818 ) ( 3,595 ) ( 3,097 ) Other current liabilities ( 18,337 ) 16,649 2,330 Net cash used in operating activities ( 115,077 ) ( 106,913 ) ( 118,826 ) Cash flows from investing activities: Purchase of property, plant, and equipment (including advance) ( 4,609 ) ( 5,107 ) ( 6,104 ) Purchase of non-marketable equity investments — — ( 5,000 ) Purchase of available-for-sale securities ( 75,014 ) ( 79,980 ) ( 152,364 ) Proceeds from maturities of available-for-sale securities 109,549 182,988 232,745 Net cash provided by investing activities 29,926 97,901 69,277 Cash flows from financing activities: Proceeds from issuance of stock in private placement 32,500 — 21,455 Transaction costs related to issuance of stock in private placement ( 400 ) — ( 818 ) Proceeds from convertible notes 100,000 — — Transaction costs related to issuance of convertible notes ( 3,072 ) — — Payments of taxes withheld on net settled vesting of restricted stock units ( 578 ) ( 752 ) ( 199 ) Proceeds from exercise of stock options 128 81 238 Net cash provided by (used in) financing activities 128,578 ( 671 ) 20,676 Net increase (decrease) in cash and cash equivalents 43,427 ( 9,683 ) ( 28,873 ) Beginning cash and cash equivalents 28,864 38,547 67,420 Ending cash and cash equivalents $ 72,291 $ 28,864 $ 38,547 Supplemental disclosures of cash flow information: Cash paid for interest $ — $ — $ — Cash paid for income taxes $ 174 $ 165 $ — Supplemental disclosure of noncash investing and financing activities: Unpaid property, plant and equipment purchases $ 727 $ 835 $ 90 Joint development contract assets $ 7,500 $ — $ — Convertible debt issuance cost included in accounts payable $ 297 $ — $ — Right-of-use asset obtained in exchange for lease liability $ 4,760 $ — $ 2,995 The accompanying notes are an integral part of these consolidated financial statements. 66 AEVA TECHNOLOGIES, INC.
If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.
If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. There was no impairment of long-lived assets during the years ended December 31, 2025 or 2024.
As a result of the Tax Cuts and Jobs Act (the “Tax Act”), foreign accumulated earnings that were subject to the mandatory transition tax as of December 31, 2017, can be repatriated to the U.S. without incurring further U.S. federal tax.
The valuation allowance increased b y $ 42.5 m illion for the year ended December 31, 2025. As a result of the Tax Cuts and Jobs Act (the “Tax Act”), foreign accumulated earnings that were subject to the mandatory transition tax as of December 31, 2017, can be repatriated to the U.S. without incurring further U.S. federal tax.
Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting.
The Company’s common stock is listed on the Nasdaq Global Select Market under the symbols “AEVA”. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting.
Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represents the right to consideration that is unconditional.
Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represents the right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common stock Additional paid-in Accumulated other comprehensive Accumulated Total stockholders Shares Amount capital income/(loss) deficit equity Balance at December 31, 2021 42,999,263 $ 4 $ 619,859 $ ( 524 ) $ ( 162,962 ) $ 456,377 Stock-based compensation — — 24,285 — — 24,285 Issuance of common stock upon exercise of stock options 292,944 — 349 — — 349 Issuance of common stock upon release of restricted stock units 504,365 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 46,911 ) — ( 720 ) — — ( 720 ) Issuance of common stock upon exercise of warrants 24 — 1 — — 1 Unrealized loss on available-for-sale securities — — ( 3,061 ) — ( 3,061 ) Net loss — — — — ( 147,305 ) ( 147,305 ) Balance as of December 31, 2022 43,749,685 $ 4 $ 643,774 $ ( 3,585 ) $ ( 310,267 ) $ 329,926 Issuance of common stock in private placement, net of issuance cost of $ 818 7,360,283 1 20,636 — — 20,637 Stock-based compensation — — 23,675 — — 23,675 Issuance of common stock upon exercise of stock options 131,444 — 238 — — 238 Issuance of common stock upon release of restricted stock units 1,205,704 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 58,155 ) — ( 199 ) — — ( 199 ) Unrealized gain on available-for-sale securities — — — 3,498 — 3,498 Net loss — — — — ( 149,333 ) ( 149,333 ) Balance as of December 31, 2023 52,388,961 $ 5 $ 688,124 $ ( 87 ) $ ( 459,600 ) $ 228,442 Stock-based compensation — — 23,708 — — 23,708 Issuance of common stock upon exercise of stock options 43,660 1 80 — — 81 Issuance of common stock upon release of restricted stock units 1,921,646 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 214,707 ) — ( 752 ) — — ( 752 ) Unrealized gain on available-for-sale securities — — — 134 — 134 Net loss — — — — ( 152,261 ) ( 152,261 ) Balance as of December 31, 2024 54,139,560 $ 6 $ 711,160 $ 47 $ ( 611,861 ) $ 99,352 The accompanying notes are an integral part of these consolidated financial statements. 60 AEVA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common stock Additional paid-in Accumulated other comprehensive Accumulated Total stockholders Shares Amount capital income/(loss) deficit equity Balance at December 31, 2022 43,749,685 $ 4 $ 643,774 $ ( 3,585 ) $ ( 310,267 ) $ 329,926 Issuance of common stock in private placement, net of issuance cost of $ 818 7,360,283 1 20,636 — — 20,637 Stock-based compensation — — 23,675 — — 23,675 Issuance of common stock upon exercise of stock options 131,444 — 238 — — 238 Issuance of common stock upon release of restricted stock units 1,205,704 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 58,155 ) — ( 199 ) — — ( 199 ) Unrealized gain on available-for-sale securities — — 3,498 — 3,498 Net loss — — — — ( 149,333 ) ( 149,333 ) Balance as of December 31, 2023 52,388,961 $ 5 $ 688,124 $ ( 87 ) $ ( 459,600 ) $ 228,442 Stock-based compensation — — 23,708 — — 23,708 Issuance of common stock upon exercise of stock options 43,660 1 80 — — 81 Issuance of common stock upon release of restricted stock units 1,921,646 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 214,707 ) — ( 752 ) — — ( 752 ) Unrealized gain on available-for-sale securities — — — 134 — 134 Net loss — — — — ( 152,261 ) ( 152,261 ) Balance as of December 31, 2024 54,139,560 $ 6 $ 711,160 $ 47 $ ( 611,861 ) $ 99,352 Stock-based compensation — — 21,843 — — 21,843 Issuance of common stock upon exercise of stock options 54,255 — 128 — — 128 Issuance of common stock upon release of restricted stock units 3,975,802 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 99,185 ) — ( 578 ) — — ( 578 ) Issuance of common stock pursuant to the share subscription agreement with LGIT 3,509,719 37,949 37,949 Unrealized loss on available-for-sale securities — — — ( 51 ) — ( 51 ) Net loss — — — — ( 145,428 ) ( 145,428 ) Balance as of December 31, 2025 61,580,151 $ 6 $ 770,502 $ ( 4 ) $ ( 757,289 ) $ 13,215 The accompanying notes are an integral part of these consolidated financial statements. 65 AEVA TECHNOLOGIES, INC.
As of December 31, 2024 the total undistributed earnings of the Company’s foreign subsidiaries were approximately $ 0.2 million. The Company has asserted its intention to indefinitely reinvest the undistributed earnings of foreign subsidiaries. The unrecognized deferred tax liability on the portion of the undistributed earnings considered indefinitely reinvested is not material.
The Company has asserted its intention to indefinitely reinvest the undistributed earnings of foreign subsidiaries. The unrecognized deferred tax liability on the portion of the undistributed earnings considered indefinitely reinvested is not material.
Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): As of December 31, 2024 2023 Computer equipment $ 3,121 $ 2,795 Lab equipment 8,328 7,151 Leasehold improvements 3,374 3,148 Construction in progress 243 1,434 Testing equipment 1,847 1,455 Manufacturing equipment 5,597 4,269 Furniture, fixtures and other equipment 566 458 Total property, plant and equipment 23,076 20,710 Less: accumulated depreciation ( 12,744 ) ( 8,596 ) Total property, plant and equipment, net $ 10,332 $ 12,114 Depreciation related to property, plant and equipment was $ 4.6 million, $ 3.7 million, and $ 2.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): As of December 31, 2025 2024 Computer equipment 3,188 $ 3,121 Lab equipment 8,362 8,328 Leasehold improvements 3,413 3,374 Construction in progress 6,863 243 Testing equipment 2,133 1,847 Manufacturing equipment 5,531 5,597 Furniture, fixtures and other equipment 579 566 Total property, plant and equipment 30,069 23,076 Less: accumulated depreciation ( 17,224 ) ( 12,744 ) Total property, plant and equipment, net $ 12,845 $ 10,332 Depreciation related to property, plant and equipment was $ 4.5 million, $ 4.6 million, and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. 79 Note 7.
Inventories Inventories consist of the following (in thousands): As of December 31, 2024 2023 Raw materials $ 1,550 $ 2,178 Work-in-progress 88 136 Finished goods 707 60 Total inventories $ 2,345 $ 2,374 Note 6.
Inventories Inventories consist of the following (in thousands): As of December 31, 2025 2024 Raw materials $ 3,726 $ 1,550 Work-in-progress 897 88 Finished goods 1,164 707 Total inventories $ 5,787 $ 2,345 Note 6.
Variable lease costs for the years ended December 31, 2024 and 2023, were $ 0.6 million and $ 0.5 million, respectively. 82 The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2024 (in thousands): Operating Leases 2025 $ 3,157 2026 729 Total minimum lease payments 3,886 Less: imputed interest ( 127 ) Total lease liability $ 3,759 Litigation From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters.
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2025 (in thousands): Operating Leases 2026 $ 1,895 2027 1,878 2028 1,943 2029 825 Total minimum lease payments 6,541 Less: imputed interest ( 840 ) Total lease liability $ 5,701 90 Litigation From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters.
Warrant Liabilities The Company accounts 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 FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”).
Warrants and Share Subscriptions The Company accounts 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”).
There was no impairment of long-lived assets during the years ended December 31, 2024 or 2023. 65 Product Warranty The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized.
Product Warranty The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized.
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