On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards, and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The total number of shares reserved for issuance under the 2025 Plan increases on January 1 of each of the first 10 calendar years during the term of the 2025 Plan by the lesser of: (i) a number of shares of our common stock equal to 5% of the total number of shares of the Company’s Class A common stock outstanding on December 31 of the preceding calendar year or (ii) a lesser number of shares of the Company’s Class A common stock as determined by the Board.

As of December 31, 2025, the total number of shares of common stock that may be issued under the 2025 Plan was 36,207,812, of which 34,112,139 remained available for future grant. Shares that are forfeit, terminated, surrendered or canceled under the 2025 Plan without having been fully vested will be available for future awards.

On October 15, 2025, following the approval of the stockholders of the Company and effective upon the consummation of the IPO, the Board adopted the BETA Technologies, Inc. 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares of Class A common stock which will be authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP is expected to be implemented during 2026.

On August 1, 2018, the Company adopted the 2018 Equity Incentive Plan, as amended (the “2018 Plan”), which provides for the Company to grant qualified incentive stock options, nonqualified stock options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. The 2018 Plan is administered by the Board, or at the discretion of the Board, by a committee of the Board.

As of December 31, 2025 and 2024, the total number of shares of common stock that may be issued under the 2018 Plan was 25,084,129, of which, 1,018,764 and 4,598,168 remained available for future grant, respectively. Shares that are expired, terminated, surrendered or canceled under the 2018 Plan without having been fully exercised will be available for future awards.

The vesting period of incentive options is generally three years. The option term for incentive awards may not be greater than ten years from the date of the grant. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of stock may not have an option term of greater than five years from the date of the grant. All incentive options granted to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 100% of the fair market value of the common stock on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 110% of the fair market value of the common stock on the grant date.


	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Average Intrinsic Value
Outstanding as of December 31, 2024	17,473,789	$	4.89	6.8	$	71,168
Granted	4,090,474	10.29
Exercised	(1,380,933)	3.78
Forfeited or cancelled	(678,308)	6.27
Outstanding as of December 31, 2025	19,505,022	$	6.05	6.3	$	432,162
Options exercisable as of December 31, 2025	14,497,660	$	4.44	5.8	$	344,642
Expected to vest as of December 31, 2025	5,007,362	$	10.73	8.0	$	87,520

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $23,502, $3,405 and $1,638, respectively.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks sufficient historical data on the volatility of its common stock and as such, the expected volatility is based on the historical volatility of similar, publicly-traded peer companies. The expected dividend yield is zero, as the Company has never declared or paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.


	Year Ended December 31,
	2025		2024			2023
Stock price	$8.70 – $11.10		$	8.57		$6.90 – 8.02
Exercise price	$8.61 – $17.24		$	8.46		$	6.92
Risk-free interest rate	4.0 – 4.4%		3.7		%	3.6 – 4.4%
Expected term (in years)	3.9 – 5.9		5.0 – 6.6			4.0 – 6.5
Dividend yield	0	%	0		%	0		%
Expected volatility	61.8 – 69.7%		62.1 – 64.3%			62.6 – 67.4%

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023 was $5.67, $5.08 and $4.50, respectively. As of December 31, 2025, there was $24,110 of unrecognized compensation cost related to unvested stock options. This amount is expected to be recognized over a weighted-average period of 2.0 years.

Restricted stock units are granted under the 2025 Plan and generally have a vesting period of four years. Additionally, during 2025, the Company issued 167,238 restricted stock awards under the 2018 Plan, which vest over a period of two years. The Company determines the fair value of restricted stock using the per-share market price of the Class A common stock on the grant date. Upon vesting, each share is converted into one share of the Company's Class A common stock.


	Shares	Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2024	—	$	0.00
Granted	2,265,341	30.77
Vested	—	—
Expired or forfeited	(2,430)	32.01
Unvested as of December 31, 2025	2,262,911	$	30.76

As of December 31, 2025, there was $60,259 of unrecognized compensation cost related to unvested restricted stock. This amount is expected to be recognized over a weighted-average period of 3.7 years.


	Year Ended December 31,
	2025		2024		2023
Cost of product revenue	$	81	$	24	$	5
Cost of service revenue	217		143		168
Research and development	9,421		6,485		5,008
General and administrative	25,042		5,453		3,780
Total stock-based compensation	$	34,761	$	12,105	$	8,961

During the year ended December 31, 2025, the Company approved modifications to certain incentive stock option awards in connection with the termination of certain employees. 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 expense of $9,024 during the year ended December 31, 2025.