What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-06 compared with 2025-03-20 · 221 added, 124 removed, 642 unchanged (35% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

7 unchanged sentences

Net Loss Per Share

Subsequent Event

Index to Consolidated Financial Statements

4 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Amprius Technologies, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Amprius Technologies, Inc (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

24 unchanged sentences

Inventories 6,735 6,574

Deferred costs — 779

Prepaid expenses and other current assets 5,500 1,454

10 unchanged sentences

Deferred revenue 100 1,638

Deferred grant 2,738 —

Operating lease liabilities 4,665 3,316

15 unchanged sentences

Additional paid-in capital 322,156 243,794

Accumulated other comprehensive income 4 —

Accumulated deficit ( 218,358 ) ( 174,334 )

9 unchanged sentences

Cost of revenue 64,747 42,497

Gross loss ( 18,330 ) ( 14,676 )

Gross profit (loss) 8,264 ( 18,330 )

Operating expenses:

1 unchanged sentence

Selling, general and administrative 22,956 18,726

Loss on retirement of property, plant and equipment 1,862 —

Impairment and other 22,524 1,862

Total operating expenses 54,910 27,932

1 unchanged sentence

Other income, net:

Interest income and other 1,591 2,514

Loss on write-off of deferred stock issuance costs — ( 581 )

Interest income and other, net 2,622 1,591

Total other income, net 2,622 1,591

7 unchanged sentences

A MPRIUS T ECHNOLOGIES, I NC.

C ONSOLIDATED S TATEMENTS OF C OMPREHENSIVE L OSS

Year ended December 31,

(In thousands) 2025 2024

Net loss $ ( 44,024 ) $ ( 44,671 )

Other comprehensive income:

Change in foreign currency translation adjustment 4 —

Comprehensive loss $ ( 44,020 ) $ ( 44,671 )

The accompanying notes are an integral part of these consolidated financial statements.

Index to Consolidated Financial Statements

A MPRIUS T ECHNOLOGIES, I NC.

C ONSOLIDATED S TATEMENTS OF S TOCKHOLDERS’ E QUITY

1 unchanged sentence

Common Stock Additional

Capital Accumulated

Capital Accumulated Other Comprehensive Loss Accumulated

Deficit Total

3 unchanged sentences

Issuance of common stock in connection with

the Stock Purchase Agreement, net of

issuance cost 2,952,763 1 18,981 — 18,982

Issuance of common stock in connection with

the At Market Issuance Sales Agreement,

1 unchanged sentence

Issuance of common stock upon exercise of

stock warrants, net of issuance cost 13,075,664 2 13,626 — — 13,628

Issuance of common stock upon exchange of

stock warrants for shares of common stock 3,073,200 — — — — —

Issuance of common stock upon exercise of

stock options and vesting of restricted stock

units 2,714,599 — 109 — — 109

Exercise of stock warrants 100 — 1 — 1

Cancellation and retirement of common stock ( 5,500,000 ) ( 1 ) 1 — — —

Stock-based compensation — — 7,343 — — 7,343

4 unchanged sentences

net of issuance cost 10,719,196 1 63,580 — — 63,581

Issuance of common stock upon exercise of

stock warrants, net of issuance cost 13,075,664 2 13,626 — 13,628

Issuance of common stock upon exchange of

3 unchanged sentences

units 6,682,982 — 5,071 — — 5,071

Cancellation and retirement of common stock ( 5,500,000 ) ( 1 ) 1 — —

Stock-based compensation — — 7,410 — — 7,410

Net loss — — — — ( 44,024 ) ( 44,024 )

Other comprehensive income — — — 4 — 4

Balance as of December 31, 2025 134,536,592 $ 13 $ 322,156 $ 4 $ ( 218,358 ) $ 103,815

12 unchanged sentences

Non-cash operating lease expense 5,143 5,143

Loss on retirement of property, plant and equipment 1,862 —

Loss on write-off of deferred stock issuance costs — 581

Impairment and other 22,524 1,862

Other non-cash items 454 —

Changes in operating assets and liabilities:

Accounts receivable ( 4,315 ) ( 579 )

Accounts receivable, net ( 18,609 ) ( 4,315 )

Inventories ( 161 ) ( 5,844 )

5 unchanged sentences

Deferred revenue ( 1,538 ) ( 1,796 )

Deferred grant 2,738 —

Operating lease liabilities ( 3,451 ) ( 1,314 )

5 unchanged sentences

Proceeds from issuance of common stock in connection with the

At Market Issuance Sales Agreement 33,416 371

At Market Issuance Sales Agreement, net 63,668 33,416

Proceeds from issuance of common stock upon exercise of stock warrants 2,301 14,384

Proceeds from issuance of common stock in connection with the

Stock Purchase Agreement — 19,087

Payment of equity financing costs — ( 756 )

1 unchanged sentence

Net cash provided by financing activities 71,040 47,153

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents 10,594 ( 23,935 )

Net increase in cash, cash equivalents and restricted cash equivalents 35,506 10,594

Effect of exchange rate changes on cash, cash equivalents and restricted

cash equivalents 4 —

Cash, cash equivalents and restricted cash equivalents, beginning of year 56,411 45,817

3 unchanged sentences

Cash and cash equivalents $ 90,465 $ 55,155

Restricted cash equivalents included in prepaid expenses and other current assets

Restricted cash equivalents included in other assets 1,256 1,256

11 unchanged sentences

(hereafter referred to as the “Company,” “we,” “us,” or “our”) develops, manufactures and markets lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries.

We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.

We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with high energy density, high power density and fast charging capabilities over a wide range of operating temperatures.

We are incorporated in the State of Delaware.

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We believe that our cash and cash equivalents will be sufficient to fund our obligations over twelve months from the date these consolidated financial statements are issued.

In addition, we may receive additional funds from the issuance and sale of our shares of our common stock under the At Market Issuance Sales Agreement (the “Sales Agreement”), which we entered into with B.

Riley Securities, Inc., Cantor Fitzgerald & Co.

Wainwright & Co., LLC, as sales agents (the “Sales Agents”) on October 2, 2023.

Under the Sales Agreement, we may offer and sell, from time to time, shares of our common stock for an aggregate offering price of not more than $ 100.0 million.

During the year ended December 31, 2024 and from the date of the Sales Agreement through December 31, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $ 33.4 million and $ 33.8 million, respectively.

We may also receive additional funds if our stock warrants are exercised for cash.

During the year ended December 31, 2024, we received a total of $ 13.6 million, after deducting stock issuance costs, from the cash exercise of our stock warrants at a temporarily reduced exercise price of $ 1.10 per warrant.

We may receive funds from the issuance and sale of our shares of our common stock or if our stock warrants are exercised for cash.

During the year ended December 31, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate gross proceeds of approximately $ 65.3 million, offset by related commissions and transaction fees of approximately $ 1.7 million, and received a total of $ 2.3 million from the cash exercise of our stock warrants.

Since our inception, we have incurred recurring losses and negative cash flows from operations.

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These military conflicts have led to volatility in the global economy and may contribute to inflation, volatility in the credit and capital markets, and interruption in the global supply chain.

Our batteries are incorporated into end products used in the defense industry by customers in jurisdictions experiencing military conflict.

Any cessation or escalation of these conflicts could also impact future sales.

Conversely, any cessation or de‑escalation of these conflicts could alter regional market dynamics and competitive conditions.

It is difficult to accurately predict the timing, outcome, or broader impact of these developments.

In addition, we face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose significant tariffs on certain product categories imported from China and other countries.

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All intercompany accounts and transactions have been eliminated.

In January 2025, we formed Amprius Energy Co., Ltd., a wholly owned subsidiary, established to support the expansion of our commercial sales operation in China and is in included in our consolidated financial statements.

The new subsidiary was organized to streamline customer engagement, enhance regional sales capabilities, and improve operational efficiency within our go‑to‑market structure.

The subsidiary’s activities primarily relate to sales, distribution, and customer support functions.

The significant accounting policies described below, together with Note 1 and other notes that follow, are an integral part of the consolidated financial statements.

10 unchanged sentences

These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances;

the results of which form the basis for making judgements that are not readily apparent from other sources.

the results of which form the basis for making judgments that are not readily apparent from other sources.

Actual results could materially differ from management estimates using different assumptions or under different conditions.

Our significant accounting estimates include useful lives of property, plant and equipment;

valuation of long-lived assets;

valuation of deferred taxes;

6 unchanged sentences

Since the technology that we apply to the customized batteries is the same as the technology that we apply to our other product offerings, such customized batteries could be repurposed as part of our product offerings.

Index to Consolidated Financial Statements

We recognize revenue when all of the core principles of revenue recognition are met pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers .

1 unchanged sentence

We recognize revenue at a point in time when we transfer control of the finished battery products and the deliverables from the customization design services to our customers, which is generally upon shipment and completion of the services, respectively.

Index to Consolidated Financial Statements

From time to time, we have “bill-and-hold” arrangements with certain customers whereby they request us to ship the finished battery products to our own locations and hold them temporarily until they are picked up.

Pursuant to the terms of the “bill-and-hold” arrangements, we recognize revenue when the finished battery products are shipped to our own locations, which is the point in time when we transfer the control of the finished battery products to the customers.

Grant Revenue

Contracts with government agencies are treated as government grants if they do not meet the criteria for recognizing them as research and development contracts with a federal government pursuant to Topic 912-730, Contractors–Federal Government–Research and Development or as contracts with customers pursuant to Topic 606, Revenue from Contracts with Customers .

Government Grants

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-10, which establishes in the future authoritative guidance for the recognition, measurement, and presentation of government grants received by business entities.

ASU 2025-10 is not yet effective for public business entities.

Prior to this, US GAAP has not explicitly addressed accounting for such grants.

In the absence of explicit US GAAP, we recognize and measure government grants by following, as an analogy, the recognition and measurement guidance of International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”).

Under IAS 20, we recognize and measure government grants at fair value when there is a reasonable assurance that we will comply with the conditions of the grants and we will receive the grants.

We recognize government grants on a systematic basis over the periods in which we recognize as expenses the related costs for which the grants are intended to compensate and show them as a component of revenue in the accompanying consolidated statements of operations.

Under IAS 20, Government grants are recognized when there is reasonable assurance that we will comply with the conditions of each milestone and that the grant funds will be received.

Government grants related to income are recognized as grant revenue or a component of other income on a systematic basis over the periods in which we recognize as expenses, the related costs for which the grants are intended to compensate.

Based on our assessment of the U.S.

Government Defense Innovation Unit (“DIU”) $ 14.8 million contract awarded in July 2025, as amended, we determined which milestones related to assets.

The remaining milestones were assessed as related to income and, for the year ended December 31, 2025, we recorded $ 0.4 million within Other income, net , on our consolidated statement of operations.

This contract is expected to be completed in our fiscal first quarter of 2027.

Government grants related to assets are presented as deferred grant on our consolidated balance sheets and are recognized in the consolidated statements of operations on a systematic basis over the useful life of the related asset when those assets are placed in service.

Due to the timing of the receipt from the government, a grant receivable may be recognized in our consolidated balance sheet.

As of December 31, 2025, no receivable related to government grants was outstanding, and $ 2.7 million of deferred grant related to government grants was recognized on our consolidated balance sheet.

Cost of Revenue

9 unchanged sentences

R&D activities relate to the conceptual formulation and design of preproduction experimental prototypes and models.

Index to Consolidated Financial Statements

Stock-Based Compensation

8 unchanged sentences

• Expected volatility – Since there is no sufficient trading history on the underlying common stock, we estimate volatility by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.

Index to Consolidated Financial Statements

• Risk-free interest rate – We determine the risk-free interest rate based on the implied yield available on the U.S.

7 unchanged sentences

Foreign Currency

We determine the functional and reporting currency of our foreign subsidiary based on the primary currency in which it operates.

In cases where the functional currency is not the U.S.

dollar, the financial statements of our foreign subsidiary are translated into U.S.

dollars using the exchange rate in effect as of the balance sheet date for assets and liabilities, and the weighted-average exchange rate during the period for revenue, cost and expenses.

The translation gain (loss) is recorded as accumulated other comprehensive income (loss) within the stockholders’ equity.

Foreign currency gains or losses were de minimis during the years ended December 31, 2025 and 2024 and resulted from the effect of exchange rate changes on transactions and remeasurement of monetary assets and liabilities denominated in foreign currencies.

4 unchanged sentences

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax balances of a change in tax rates is recognized in income in the period that includes the enactment date.

The effect on deferred tax balances of a change in tax rates is recognized in income in

Index to Consolidated Financial Statements

the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

8 unchanged sentences

Therefore, the basic and diluted net loss per share of common stock for all periods presented were the same.

Index to Consolidated Financial Statements

Fair Value Measurement

14 unchanged sentences

Management believes that these financial institutions are financially sound with minimal credit risk.

Index to Consolidated Financial Statements

Many of our customers are in the aviation industry though our batteries have applications across all segments of electric mobility.

As of December 31, 2024 and 2023, we had two and three major customers that in the aggregate represented 50 % and 80 %, respectively, of our total accounts receivable.

As of December 31, 2025 and 2024, we had one and two major customers that in the aggregate represented 64 % and 50 %, respectively, of our total accounts receivable.

An adverse impact on the aviation industry may affect our relationship with our customers, which could affect our future financial condition, results of operations and cash flows.

4 unchanged sentences

Cash equivalents and restricted cash equivalents consist of money market funds with original maturity of less than 90 days from the date of purchase.

Restricted cash equivalents pertain to the amount of cash deposits required by our lessors to satisfy letter of credit requirements under our lease agreements.

Index to Consolidated Financial Statements

Restricted cash equivalents, which are included in other assets in the accompanying consolidated balance sheets, were $ 1.3 million and $ 56.0 thousand as of December 31, 2024 and 2023, respectively.

Restricted cash equivalents pertain to the amount of cash deposits required to satisfy the insurance bond requirement for our importation of goods and by our lessors to satisfy letter of credit requirements under our lease agreements .

Restricted cash equivalents included within prepaid expenses and other current assets was $ 0.2 million and other assets was $ 1.3 million, as of December 31, 2025.

Restricted cash equivalents included within other assets in the accompanying consolidated balance sheets was $ 1.3 million as of December 31, 2024.

Accounts Receivable

4 unchanged sentences

We have not experienced any significant losses from accounts receivable.

Our allowance for expected credit losses on our accounts receivable was de minimis as of December 31, 2024 and none as of December 31, 2023.

Our allowance for expected credit losses on our accounts receivable was $ 0.5 million as of December 31, 2025 and none as of December 31, 2024.

Inventories, which consist of raw materials, work-in-process and finished goods, are stated at the lower of cost or net realizable value.

13 unchanged sentences

Depreciation for those assets begins when the assets are ready for their intended use.

Index to Consolidated Financial Statements

Expenditures for repairs and maintenance are expensed as incurred.

1 unchanged sentence

Impairment of Long-Lived Assets

We review the valuation of long-lived assets, which consisted mainly of property, plant and equipment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

We review the valuation of long-lived assets, including right-of-use (“ROU”) assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

1 unchanged sentence

Fair value is determined using the estimated cash flows discounted at a rate commensurate with the risk involved.

Based on management’s assessment, there were no impairment losses recorded during the years ended December 31, 2024 and 2023.

For the purpose of our long-lived asset impairment test in the year ended December 31, 2025, we identified two asset groups, with the Colorado facility assessed as a separate group.

In accordance with ASC 360, Property, Plant and Equipment , our assessment indicated that all long‑lived assets were recoverable except those within the Colorado asset group.

Based on management’s assessment, we recognized an impairment loss of $ 19.1 million with $ 14.4 million related to the ROU asset and $ 4.7 million related to other long‑lived assets, particularly construction-in-progress.

These charges are presented within the $ 22.5 million of “Impairment and other” on our Consolidated Statements of Operations.

Property, Plant and Equipment and Note 9.

Leases for additional information.

Based on management’s assessment, there were no impairment losses recorded during the year ended December 31, 2024.

During the year ended December 31, 2024, we recognized a $ 1.9 million loss associated with the retirement of certain production equipment at our Fremont facility due to a change in operating plans.

These retirement losses are presented within “Impairment and other” on our Consolidated Statements of Operations.

Deferred Costs

2 unchanged sentences

Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when the costs incurred exceed the amount expected to be recovered, in which case they are expensed as incurred.

The recoverable

Index to Consolidated Financial Statements

amount is estimated to equal the amount of consideration that we have received but not yet recognized as revenue, plus the amount that we expect to receive in the future.

The recoverable amount is estimated to equal the amount of consideration that we have received but not yet recognized as revenue, plus the amount that we expect to receive in the future.

We determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use.

We determine the classification of the lease, whether operating or finance lease, at the lease commencement date, which is the date we obtain control of the leased asset.

We recognize the right-of-use (“ROU”) assets and lease liabilities on the lease commencement date based upon the present value of the fixed lease payments over the non-cancelable lease term, unless it is reasonably certain that any renewal or termination option will be exercised.

We recognize the ROU assets and lease liabilities on the lease commencement date based upon the present value of the fixed lease payments over the non-cancelable lease term, unless it is reasonably certain that any renewal or termination option will be exercised.

Variable costs, such as common area maintenance fees, property insurance and property taxes, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred.

7 unchanged sentences

For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term.

We review ROU assets for impairment whenever there are events or changes in circumstances and test in a similar manner as long-lived assets in accordance with ASC 360, Property, Plant and Equipment.

Index to Consolidated Financial Statements

Product Warranty Liability

16 unchanged sentences

We also evaluated other provisions in the warrant agreement, such as the share-settlement provision and the replacement of the instrument in the event of a reorganization, and determined that those provisions do not preclude the stock warrants from being classified as equity.

Index to Consolidated Financial Statements

Segment Reporting and Geographic Data

11 unchanged sentences

The following table shows our revenue by geographic area based on the delivery location of our battery products and services (in thousands):

Index to Consolidated Financial Statements

Year ended December 31,

United States $ 8,216 $ 6,219

Rest of the world 15,951 2,834

North America $ 11,808 $ 8,218

EMEA 52,572 10,691

Total revenue $ 73,011 $ 24,167

Revenue in the EMEA region, consisting of Europe, the Middle East and Africa, includes $ 33.0 million and $ 6.4 million related to shipments to customers based in Ukraine, for the years ended December 31, 2025 and 2024, respectively.

All of our property, plant and equipment are geographically located in the United States.

During each of the years ended December 31, 2024 and 2023, we generated revenue from three major customers who individually represented more than 10% of our revenue.

Revenue from each of the three major customers during the year ended December 31, 2024 was (i) $ 5.4 million, (ii) $ 2.8 million, and (iii) $ 2.8 million, respectively.

During the years ended December 31, 2025 and 2024, we generated revenue from one and three major customers, respectively, who individually represented more than 10% of our revenue.

Revenue from the one major customer during the year ended December 31, 2025 was $ 27.1 million.

Revenue from each of the three major customers during the year ended December 31, 2024 was (i) $ 5.4 million, (ii) $ 2.8 million, and (iii) $ 2.8 million, respectively.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40) .

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU requires entities to disclose, among others:

(i) specific categories in the rate reconciliation table (ii) additional information for reconciling items that meet a quantitative threshold and (iii) the amount of income taxes paid on a disaggregated level.

As an emerging growth company, this ASU is effective starting with our annual reporting for the year ending December 31, 2026.

Early adoption is permitted.

We adopted this standard on January 1, 2025 using a prospective method of application.

Accordingly, in Note 8.

Income Tax, prior period income tax disclosures for the year ended December 31, 2024 have not been adjusted to reflect the new disclosure requirements.

The adoption of this guidance resulted in enhanced disclosures in our consolidated financial statements but had no impact on our financial statements.

Recently Issued Accounting Pronouncements (Not Yet Adopted)

In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-10, which establishes authoritative guidance for the recognition, measurement, and presentation of government grants received by business entities.

Prior to this, US GAAP did not explicitly address accounting for such grants.

The guidance applies to transfers of monetary or tangible nonmonetary assets (e.g., cash, land, or buildings) from a government.

It explicitly excludes income taxes (ASC 740), below-market interest rate loans, and government guarantees.

For public business entities, the standard is effective for fiscal years beginning after December 15, 2028.

Early adoption is permitted.

Companies may adopt the guidance using a modified prospective, modified retrospective, or full retrospective transition method.

We are currently evaluating the impact of this new guidance on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued Accounting Standards Update No.

2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements (“ASU 2025-11”), to improve the navigability and clarity of interim reporting guidance in the FASB Accounting Standards Codification and clarify when Topic 270 applies.

The amendments add a comprehensive list of interim disclosure requirements currently required by GAAP and a new disclosure principle requiring an entity to disclose events since the end of the most recent fiscal year that have a material impact on the entity’s interim financial statements.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities and after December 15, 2028 for entities other than public business entities.

Early adoption is permitted.

We are currently evaluating the potential impact of adopting ASU 2025-11 on our interim reporting practices and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under the expedient, entities may assume that the current conditions applied in determining credit loss allowances remain unchanged for the remaining life of those assets.

This ASU is required to be adopted on a prospective basis.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those years, with early adoption permitted.

We will adopt this

Index to Consolidated Financial Statements

standard effective January 1, 2026.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40) .

This ASU requires entities to disclose, in the notes to the financial statements:

8 unchanged sentences

We are currently evaluating this ASU.

We believe that the impact of the additional required disclosures will enhance our current financial statement disclosure.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU requires entities to disclose, among others:

This ASU is required to be adopted on a prospective basis.

As an emerging growth company, this ASU is effective starting with our annual reporting for the year ending December 31, 2026.

Early adoption is permitted.

We are currently evaluating this ASU.

We believe that the impact of the additional required disclosures will enhance our current financial statement disclosure.

Index to Consolidated Financial Statements

Disaggregation of Revenue

8 unchanged sentences

Total revenue $ 73,011 $ 24,167

Revenue from sale of battery products includes bill-and-hold arrangements with certain customers, which totaled $ 4.9 million and $ 1.1 million during the years ended December 31, 2024 and 2023, respectively.

Revenue from sale of battery products includes bill-and-hold arrangements with certain customers, which were $ 15.7 million and $ 4.9 million at December 31, 2025 and 2024, respectively.

Contract Balances

9 unchanged sentences

Deferred revenue was $ 0.1 million, $ 1.6 million and $ 3.4 million as of December 31, 2025, December 31, 2024, and January 1, 2024, respectively.

Deferred revenue as of December 31, 2024 decreased compared to prior years primarily due to the recognition of a non-recurring customization design service that was completed in the current fiscal year.

During the years ended December 31, 2024 and 2023, revenue recognized from the prior year deferred revenue balance was $ 2.2 million and $ 2.7 million, respectively.

Deferred revenue balances fluctuate due to timing of the billings made versus revenue being recognized upon transfer of control.

During the years ended

Index to Consolidated Financial Statements

December 31, 2025 and 2024, revenue recognized from the prior year deferred revenue balance was $ 1.6 million and $ 2.2 million, respectively.

Remaining Performance Obligations

5 unchanged sentences

Deferred Costs

Deferred costs, which consisted primarily of capitalized payroll-related costs to fulfill obligations under our customer contracts, were fully amortized as of December 31, 2024.

The total deferred costs as of December 31, 2023 were $ 0.8

Index to Consolidated Financial Statements

The amortization of deferred costs, which is included in cost of revenue in the accompanying consolidated statements of operations, was $ 1.2 million and $ 3.1 million during the years ended December 31, 2024 and 2023, respectively.

Deferred costs consisted primarily of capitalized payroll-related costs to fulfill obligations under our customer contracts, No deferred costs were incurred in the year ended December 31, 2025.

All the deferred costs were fully amortized as of December 31, 2024.

The amortization of deferred costs, which is included in cost of revenue in the accompanying consolidated statements of operations, was $ 1.2 million during the year ended December 31, 2024.

The Company evaluates deferred costs for impairment and recognizes any impairment loss in cost of revenues in the current period.

During the years ended December 31, 2024 and 2023, cost of revenues includes costs incurred on certain customization design service contracts that were in excess of the recoverable amount.

During the year ended December 31, 2024, cost of revenues includes costs incurred on certain customization design service contracts that were in excess of the recoverable amount.

Other Revenue – Government Grant

15 unchanged sentences

Property, plant and equipment, net $ 9,680 $ 17,481

Index to Consolidated Financial Statements

Construction in progress consisted primarily of production and other equipment that have not been placed in service as of December 31, 2025 and 2024.

Depreciation and amortization expense was $ 4.4 million and $ 3.8 million during the years ended December 31, 2025 and 2024, respectively.

Due to a change in our plan regarding certain production equipment for our manufacturing facility in Fremont, California, we retired such equipment because it had no alternative use, and we recognized a loss of $ 1.9 million during the year ended December 31, 2024.

There were no retirements of assets during the year ended December 31, 2023.

Index to Consolidated Financial Statements

During the year ended December 31, 2025, we recorded a $ 4.7 million impairment loss related to construction-in-progress assets for our manufacturing facility in Brighton, Colorado, in connection with our decision to terminate the lease.

Please refer to Note 9.

Leases for our discussion of the methodology and significant inputs used to determine the estimated fair value.

In addition, we recorded a $ 3.5 million loss related to the retirement of production equipment at our Fremont, California facility that was no longer expected to generate future economic benefit.

During the year ended December 31, 2024, we recognized a $ 1.9 million loss associated with the retirement of certain production equipment at our Fremont facility due to a change in operating plans.

These impairment and retirement losses are presented within “Impairment and other” in our Consolidated Statements of Operations.

Accrued and Other Current Liabilities

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Upon approval by our board of directors, we assumed the Amprius Holdings Plans on October 23, 2024 when Amprius Holdings voluntarily liquidated and dissolved.

Upon assumption of Amprius Holdings’ outstanding stock options, those options became exercisable with shares of our common stock.

Upon assumption of Amprius Holdings’

Index to Consolidated Financial Statements

outstanding stock options, those options became exercisable with shares of our common stock.

The Amprius Holdings 2008 Stock Plan was already expired when we assumed it while the Amprius Holdings Second Equity Incentive Plan was immediately terminated when we assumed it.

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Stock options granted under our Equity Incentive Plans provided an exercise price of not less than 100 % of the fair value at the grant date, unless the optionee is a 10 % stockholder, in which case the option price would not be less than 110 % of such fair market value.

Options granted generally have a maximum term of ten years from the grant date or 90 days from the termination of the optionee and are exercisable upon vesting unless otherwise designated for early exercise

Index to Consolidated Financial Statements

by the board of directors at the time of grant.

Most of our stock option grants generally vest over a period of four years , subject to the continued employment or services of the optionee.

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Outstanding at January 1, 2025 18,048,109 $ 1.82 6.1 $ 19,839

Assumed stock option grants (1)

7,043,587 $ 2.10 — —

Granted — $ — — —

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Vested and expected to vest at December 31, 2025 13,051,951 $ 2.07 5.7 $ 76,006

(1) The assumed stock option grants pertain to the outstanding stock option under the Amprius Holdings Plans, which we assumed when Amprius Holdings liquidated and dissolved on October 23, 2024.

The number of option shares assumed and the associated exercise prices were adjusted.

Those adjustments did not result in an increase in the fair value of the assumed stock options.

Out of the total stock options assumed, as adjusted, a total of 7,029,124 shares were already vested and a total of 14,463 shares were unvested at the date of the assumption.

There were no stock option grants under the 2022 Plan during the years ended December 31, 2025 and 2024.

On the other hand, there were fully vested stock option grants in September 2024 under the Amprius Holdings Second Equity Incentive Plan that included grants made to some of our employees and a board member.

Those fully vested stock option grants are included within the assumed stock option grants in the table above.

The fair value of the fully vested stock option grants to those employees and board member, which we recognized as stock-based compensation cost, was $ 0.34 per share and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

During the year ended December 31, 2024, the fair value of the fully vested stock option grants to those employees and board member was $ 0.7 million and recognized as stock-based compensation cost, at $ 0.34 per share and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

(i) expected term of 5 years, (ii) expected volatility of 75.0 %, (iii) risk-free interest rate of 3.6 %, and (iv) expected dividend yield of 0 %.

Amprius Holdings did not grant stock options to our employees during the year ended December 31, 2023.

The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 31.7 million and $ 4.2 million, respectively.

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The fair value of stock options that vested during the year ended December 31, 2024 was $ 3.3 million.

As of December 31, 2024, the total unamortized stock-based compensation expense related to the unvested stock options was approximately $ 2.9 million, which we expect to amortize over a weighted-average period of 1.4 years.

Most of our RSU grants generally vest over a period of four years , subject to the continued employment or services of the grantee.

As of December 31, 2025, the total unamortized stock-based compensation expense related to the unvested stock options was approximately $ 0.6 million, which we expect to amortize over a weighted-average period of 1 year.

Most of our RSU grants generally vest over a period of 4 years, subject to the continued employment or services of the grantee.

Index to Consolidated Financial Statements

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warrants Total

Outstanding, January 1, 2024 29,268,236 16,400,000 2,052,500 47,720,736

Exercise for cash ( 12,575,664 ) ( 500,000 ) — ( 13,075,664 )

Noncash exercise in exchange for

shares of common stock — ( 15,600,000 ) — ( 15,600,000 )

Outstanding, December 31, 2024 16,692,572 300,000 2,052,500 19,045,072

Exercise of stock warrants ( 200,100 ) — — ( 200,100 )

Outstanding, December 31, 2025 16,492,472 300,000 2,052,500 18,844,972

On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $ 1.10 per warrant.

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Gross proceeds from the exercise of the public and private warrants totaled $ 14.4 million.

Incremental costs incurred, which were charged against the proceeds from the issuance of our shares of common stock, totaled $ 0.8 million.

Incremental costs incurred, which were charged against the proceeds from the issuance of our shares of common stock, totaled $ 0.8 million, during the year ended December 31, 2024.

This cash tender offer was treated as a modification of the public and private warrants.

However, we have not recognized the effect of such modification because the incremental fair value was de minimis.

On June 24, 2024, we made a separate tender offer to the holders of the unexercised private warrants pursuant to which such holders were given the opportunity to exchange their warrants, on a cashless basis, for shares of our common

Index to Consolidated Financial Statements

stock based on an exchange ratio of 0.197 for each warrant validly tendered.

This cashless tender offer expired on July 23, 2024.

1 unchanged sentence

This cashless tender offer was treated as a modification of the private warrants, which resulted in an increase in the private warrants’ fair value by approximately $ 0.7 million.

The incremental fair value of the modified private warrants, which are classified as equity, was presented as an increase in additional paid-in capital in the accompanying consolidated statements of stockholders’ equity.

In addition, the incremental fair value was treated as a noncash deemed dividend and was presented as a reduction of additional paid-in capital, instead of a reduction of retained earnings due to our accumulated deficit position, which resulted in a net zero effect on the accompanying consolidated statements of stockholders’ equity.

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On October 2, 2023, we entered into the Sales Agreement with the Sales Agents, pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $ 100.0 million, as described in our prospectus supplement dated October 10, 2023 filed with the Securities and Exchange Commission (“SEC”).

The unamortized deferred stock issuance cost related to the Sales Agreement, which is included in other assets in the accompanying consolidated balance sheets and will be charged proportionally against the proceeds from issuance of shares, was $ 0.1 million as of December 31, 2024.

Common Stock Purchase Agreement (“Purchase Agreement”)

On September 27, 2022, we entered into a Purchase Agreement with B.

Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase up to $ 200.0 million of our common stock until January 1, 2025.

On October 2, 2023, we and BRPC II mutually agreed to terminate the Purchase Agreement concurrent with our execution of the Sales Agreement.

The termination of the Purchase Agreement became effective on October 10, 2023 upon the effectiveness of our registration statement on Form S-3 filed with the SEC.

The cumulative proceeds from the sale of shares of common stock under the Purchase Agreement, which totaled 2,952,763 shares, was $ 19.1 million.

The purchase price under the Purchase Agreement was determined by reference to the volume weighted average price of our common stock, less a discount of 3.0 %.

The unamortized balance of the deferred stock issuance costs related to the Purchase Agreement, which amounted to $ 0.6 million, was expensed upon the termination of the Purchase Agreement on October 10, 2023.

Index to Consolidated Financial Statements

During the year ended December 31, 2025, we sold 1.8 million shares of our common stock under the Sales Agreement generating $ 65.3 million in gross proceeds and incurred $ 1.7 million related commissions and transaction fees.

From the date of the Sales Agreement through December 31, 2025, we sold 25.5 million shares of our common stock in aggregate gross proceeds of approximately $ 100.0 million, offset by related commissions and transaction fees of approximately $ 2.5 million.

As of December 31, 2025, the $ 100.0 million aggregate offering capacity under the Sales Agreement has been utilized and the agreement has been terminated following the sale of all shares available thereunder.

Stock-Based Compensation

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Total stock-based compensation expense $ 7,410 $ 7,343

Index to Consolidated Financial Statements

The components of loss before provision for income taxes were as follows (in thousands):

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Domestic $ ( 44,007 ) $ ( 44,671 )

Foreign ( 17 ) —

Total $ ( 44,024 ) $ ( 44,671 )

There were no provision for income taxes during the years ended December 31, 2024 and 2023.

The provision for income taxes differed from the amount computed by applying the federal statutory rate, which was 21.0 % during the years ended December 31, 2024 and 2023, to the loss before provision for income taxes as follows (in thousands):

There was no provision for income taxes during the years ended December 31, 2025 and 2024.

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows (Dollars in thousands):

Year ended December 31,

Amount Percent

statutory rate $ ( 9,245 ) 21.0 %

State and local income taxes — — %

Foreign tax effects

China ( 1 ) 0.0 %

Effect of cross-border tax laws

GILTI inclusion 3 0.0 %

Research and development tax credits ( 1,064 ) 2.4 %

Changes in valuation allowances 13,433 ( 30.5 ) %

Nontaxable and nondeductible items

Share-based payment awards ( 6,777 ) 15.4 %

Section 162(m) 3,588 ( 8.2 ) %

Others 63 ( 0.1 ) %

Effective tax rate $ — $ —

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0% statutory U.S.

federal income tax rate to income before income taxes for the year prior to the adoption of ASU 2023-09 is as follows (Dollars in thousands):

Year ended December 31,

federal statutory tax rate 21.0 %

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Stock-based compensation 543

Transaction costs — 515

Other ( 208 )

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The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible.

We assess available positive and negative evidences to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

We assess available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

A significant piece of objective negative evidence is the cumulative losses incurred since inception, supported by negative subjective evidence of no expectations of future taxable income.

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However, utilization of the Company’s net operating loss carryforwards and other tax attributes to offset federal taxable income may be subject to annual limitations due to subsequent changes in ownership.

Index to Consolidated Financial Statements

Below is a reconciliation of the unrecognized tax benefits (in thousands):

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Addition based on tax positions during the current year 561 158

Reduction of tax positions from prior years — —

Addition of tax positions from prior years 2 —

Balance at end of year $ 1,114 $ 551

Index to Consolidated Financial Statements

The entire amount of the unrecognized tax benefits would not impact our effective tax rate if recognized and there would be no cash tax impact.

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Our Fremont, California lease, which expires in June 2027, provides us an option to extend the term for one additional five-year period and we determined with reasonable certainty that we will exercise such option.

Our Brighton, Colorado lease, which expires in May 2039, provides us an option to extend the term for two additional five-year periods, but we have not determined with reasonable certainty that we will exercise such option.

Our Brighton, Colorado lease, which expires in May 2039, provides us an option to extend the term for two additional five-year periods, but we have determined that we will not exercise such option.

Our operating leases do not contain any material residual value guarantees.

We had no leases that were classified as finance leases as of December 31, 2025 and 2024.

During the year ended December 31, 2025, we remeasured the lease liability and ROU asset at our Colorado facility to reflect the updated expectation that the tenant improvement allowance, which had originally been accounted for as a reduction of lease payments, were no longer expected to be received.

The remeasurement resulted in an increase of approximately $ 2.2 million of both ROU asset and lease liability with no impact on our net loss.

As of December 31, 2025, due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we decided to terminate the lease of the Colorado facility.

In connection, management determined that changes in expected utilization and forecasted cash flows associated with the facility represented a triggering event to test for recoverability under ASC 360, Property, Plant, and Equipment.

In accordance with ASC 360, we performed a two-step impairment analysis:

• Step I (Recoverability Test):

We compared the carrying value of the Colorado asset group to the estimated undiscounted future cash flows expected to be generated by the Colorado asset group.

The analysis indicated that the carrying value of the asset group was not recoverable, as the undiscounted cash flows were significantly lower than the carrying value of the operating lease ROU asset.

• Step II (Measurement of Loss):

We measured the impairment loss as the amount by which the carrying value of the assets exceeded their fair value.

The measurement date was December 19, 2025, the date that we decided to discontinue manufacturing plans.

We measured the impairment loss as the amount by which the carrying value of the assets exceeded their fair value that we determined was $ 13.4 million.

Fair value was determined using the Income Approach, specifically, a discounted cash flow model based on management’s estimates of future cash flows over a forecast period of 13.5 years, reflecting the remaining lease term, and discounted using a rate of 9.5 %.

The discount rate, intended to reflect market participant assumptions, was determined based on a review of publicly-available return expectations that indicated rates of return for prevailing market return expectations.

The fair value measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs.

Based on this analysis, at December 31, 2025, we determined that the carrying amount of the ROU asset exceeded its fair value and recorded an impairment charge of $ 14.4 million.

The impairment charge is included within “Impairment and Other” in our consolidated financial statements for the period ended December 31, 2025.

At December 31, 2025, we remain obligated for future lease payments under the lease terms so we have not recognized any adjustment to the related lease liability nor the future operating lease payments presented below.

12 Subsequent Event for our discussion of the termination of the lease.

Index to Consolidated Financial Statements

The components of lease expense during the years ended December 31, 2025 and 2024 are shown in the table below (in thousands).

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liabilities $ 3,450 $ 1,314

Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 32,966

Weighted-average remaining lease term 12.6 years 13.5 years

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From time to time, we may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business.

We accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can

Index to Consolidated Financial Statements

be reasonably estimated.

We accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.

Index to Consolidated Financial Statements

Net Loss Per Share

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Total 37,112,578 41,404,452

Subsequent Event

In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises.

On January 30, 2026, we entered into an agreement with the lessor to terminate this operating lease facility in exchange for a one-time payment of $ 20.0 million.

To account for the effect of the lease termination on our results of operations, we derecognize the related lease liability of $ 33.2 million and the remaining right‑of‑use asset of $ 13.3 million, and recorded a net loss on lease termination of approximately $ 0.1 million.

The effects of the lease termination will be reflected in our consolidated condensed financial statements for the three months ending March 31, 2026.

Index to Consolidated Financial Statements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data