Amprius Technologies, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Number Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Houston, TX) (PCAOB ID: 243 ) 59 Consolidated Balance Sheets 60 Consolidated Statements of Operations 61 Consolidated Statements of Comprehensive Loss 62 Consolidated Statements of Stockholders’ Equity 63 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 65 Note 1. Overview 65 Note 2. Summary of Significant Accounting Policies 66 Note 3. Revenue 74 Note 4. Inventories 75 Note 5. Property, Plant and Equipment, Net 75 Note 6. Accrued and Other Current Liabilities 76 Note 7. Stockholders’ Equity 76 Note 8. Income Taxes 80 Note 9. Leases 82 Note 10. Commitments and Contingencies 83 Note 11. Net Loss Per Share 84 Note 12. Subsequent Event 84 58 Table of Contents Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Amprius Technologies, Inc. Fremont, California Opinion on the Consolidated Financial Statements 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, P.C. We have served as the Company's auditor since 2022. Houston, Texas March 6, 2026 59 Table of Contents Index to Consolidated Financial Statements A MPRIUS T ECHNOLOGIES, I NC. C ONSOLIDATED B ALANCE S HEETS December 31, (In thousands, except share and par value data) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 90,465 $ 55,155 Accounts receivable, net 23,737 5,580 Inventories 6,735 6,574 Prepaid expenses and other current assets 5,500 1,454 Total current assets 126,437 68,763 Non-current assets: Property, plant and equipment, net 9,680 17,481 Operating lease right-of-use assets, net 19,518 33,512 Other assets 1,256 1,369 Total assets $ 156,891 $ 121,125 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,700 $ 7,424 Accrued and other current liabilities 3,666 4,832 Deferred revenue 100 1,638 Deferred grant 2,738 — Operating lease liabilities 4,665 3,316 Total current liabilities 17,869 17,210 Non-current liabilities: Operating lease liabilities 35,207 34,443 Total liabilities 53,076 51,653 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock; $ 0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding — — Common stock; $ 0.0001 par value; 950,000,000 shares authorized; 134,536,592 and 116,934,314 shares issued and outstanding at December 31, 2025 and 2024, respectively 13 12 Additional paid-in capital 322,156 243,794 Accumulated other comprehensive income 4 — Accumulated deficit ( 218,358 ) ( 174,334 ) Total stockholders’ equity 103,815 69,472 Total liabilities and stockholders’ equity $ 156,891 $ 121,125 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents Index to Consolidated Financial Statements A MPRIUS T ECHNOLOGIES, I NC. C ONSOLIDATED S TATEMENTS OF O PERATIONS Year ended December 31, (In thousands, except share and per share data) 2025 2024 Revenue $ 73,011 $ 24,167 Cost of revenue 64,747 42,497 Gross profit (loss) 8,264 ( 18,330 ) Operating expenses: Research and development 9,430 7,344 Selling, general and administrative 22,956 18,726 Impairment and other 22,524 1,862 Total operating expenses 54,910 27,932 Loss from operations ( 46,646 ) ( 46,262 ) Other income, net: Interest income and other, net 2,622 1,591 Total other income, net 2,622 1,591 Net loss $ ( 44,024 ) $ ( 44,671 ) Weighted-average common shares outstanding: Basic and diluted 124,639,991 101,872,347 Net loss per share of common stock: Basic and diluted $ ( 0.35 ) $ ( 0.45 ) The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents Index to Consolidated Financial Statements 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. 62 Table of Contents Index to Consolidated Financial Statements A MPRIUS T ECHNOLOGIES, I NC. C ONSOLIDATED S TATEMENTS OF S TOCKHOLDERS’ E QUITY F OR T HE Y EARS E NDED D ECEMBER 31, 2025 AND 2024 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity (In thousands, except share data) Shares Amount Balance as of January 1, 2024 88,869,463 $ 9 $ 189,454 $ — $ ( 129,663 ) $ 59,800 Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost 14,701,388 2 33,261 — — 33,263 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 Cancellation and retirement of common stock ( 5,500,000 ) ( 1 ) 1 — — — Stock-based compensation — — 7,343 — — 7,343 Net loss — — — — ( 44,671 ) ( 44,671 ) Balance, December 31, 2024 116,934,314 12 243,794 — ( 174,334 ) 69,472 Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost 10,719,196 1 63,580 — — 63,581 Issuance of common stock upon exchange of stock warrants for shares of common stock 200,100 — 2,301 — — 2,301 Issuance of common stock upon exercise of stock options and vesting of restricted stock units 6,682,982 — 5,071 — — 5,071 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 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents Index to Consolidated Financial Statements A MPRIUS T ECHNOLOGIES, I NC. C ONSOLIDATED S TATEMENTS OF C ASH F LOWS Year ended December 31, (In thousands) 2025 2024 Cash flows from operating activities: Net loss $ ( 44,024 ) $ ( 44,671 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 7,410 7,343 Depreciation and amortization 4,366 3,808 Amortization of deferred costs — 1,246 Non-cash operating lease expense 5,143 5,143 Impairment and other 22,524 1,862 Other non-cash items 454 — Changes in operating assets and liabilities: Accounts receivable, net ( 18,609 ) ( 4,315 ) Inventories ( 161 ) ( 5,844 ) Deferred costs — ( 467 ) Prepaid expenses and other current assets ( 3,846 ) 533 Other assets 28 ( 17 ) Accounts payable ( 998 ) 5,884 Accrued and other current liabilities ( 1,170 ) ( 747 ) Deferred revenue ( 1,538 ) ( 1,796 ) Deferred grant 2,738 — Operating lease liabilities ( 3,451 ) ( 1,314 ) Net cash used in operating activities ( 31,134 ) ( 33,352 ) Cash flows from investing activities: Purchase of property, plant and equipment ( 4,400 ) ( 3,207 ) Net cash used in investing activities ( 4,400 ) ( 3,207 ) Cash flows from financing activities: Proceeds from issuance of common stock in connection with the 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 Payment of equity financing costs — ( 756 ) Proceeds from exercise of stock options 5,071 109 Net cash provided by financing activities 71,040 47,153 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 Cash, cash equivalents and restricted cash equivalents, end of year $ 91,921 $ 56,411 Reconciliation of cash, cash equivalents and restricted cash equivalents shown on the consolidated balance sheets: Cash and cash equivalents $ 90,465 $ 55,155 Restricted cash equivalents included in prepaid expenses and other current assets 200 — Restricted cash equivalents included in other assets 1,256 1,256 Total cash, cash equivalents and restricted cash equivalents $ 91,921 $ 56,411 Supplemental non-cash investing and financing activities: Unpaid purchases of property, plant and equipment $ 322 $ 48 Increase in fair value of modified stock warrants $ — $ 727 Cancellation and retirement of common stock $ — $ 1 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents Index to Consolidated Financial Statements A MPRIUS T ECHNOLOGIES, I NC. N OTES T O C ONSOLIDATED F INANCIAL S TATEMENTS Note 1. Overview Company Background and Nature of Operations Amprius Technologies, Inc. (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 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. Our corporate headquarters is located in Fremont, California. On October 23, 2024, our former majority stockholder and parent company, Amprius Inc. (“Amprius Holdings”), which owned an aggregate of 65.2 million shares, or 58.6 %, of our common stock at that time, voluntarily liquidated and dissolved. As a result of such liquidation and dissolution, Amprius Holdings distributed, on a pro rata basis, an aggregate of approximately 57.2 million shares of our common stock to its stockholders, which include some of our executive officers and directors, and we assumed all of Amprius Holdings’ outstanding options to purchase shares of Amprius Holdings’ Class A common stock in exchange for, among other things, Amprius Holdings contributing to us a total of 5.5 million shares of our common stock that it owned, which were immediately cancelled and returned to our authorized but unissued share capital. Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $ 90.5 million. 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. 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. During the year ended December 31, 2025, we incurred a net loss of $ 44.0 million and at December 31, 2025, our accumulated deficit was $ 218.4 million. We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, such as increasing our headcount. We may need to raise additional funds in order to meet our future operating and capital expenditure requirements, and we may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. If sufficient funding is not raised, we may need to reduce our spending activities, which may negatively affect our ability to achieve our operating goals. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution. Other Risk and Uncertainties We face risks related to political change, terrorist activity, and armed conflict such as the military conflicts between Russia and Ukraine and in the Middle East. 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. These countries have taken or may plan to take retaliatory actions, including imposing additional tariffs on their importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade. 65 Table of Contents Index to Consolidated Financial Statements Although these global risks did not have an adverse impact on us as of December 31, 2025, the extent and future outcome of such risks are highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Emerging Growth Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Furthermore, the JOBS Act exempts an emerging growth company from being required to comply with new or revised accounting standards until private companies are required to comply with such standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to not opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt such new or revised standard unless we are no longer deemed an emerging growth company. As a result, the accompanying consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of the public company effective dates. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 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; lower of cost or net realizable value adjustments of inventory; incremental borrowing rate used in calculating lease obligations and right-of-use assets; and certain inputs used to measure the fair value of stock option grants using the Black-Scholes option-pricing model. Revenue Recognition We generate revenue from the (i) sale of finished battery products and (ii) arrangements for customization design services. The customization design services generally include designing and developing custom batteries by applying our existing technology into a customer’s required specifications and delivery of the customized batteries. 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. 66 Table of Contents 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 . Generally, we enter into a contract with our customers whereby we identify our performance obligations, determine the considerations that we expect to receive from our customers, and allocate such considerations to the identified performance obligations. 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. 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. 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, 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 Cost of revenue, which includes the cost of finished goods sold and the cost of customization design services, are comprised primarily of purchase costs of silicon anode batteries from Berzelius (Nanjing) Co., Ltd. (“Berzelius”), a former subsidiary of Amprius Holdings, and our global contract manufacturing partners, costs of raw materials, labor costs and the allocation of overhead costs incurred in producing batteries or performing the customization design services. Labor costs consist of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense. Overhead and other costs consist primarily of outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to batteries and design services are recognized in the same period as the associated revenue is recognized. In addition, we include under cost of revenue certain non-capitalizable expenses incurred during the preliminary stage of our plan to construct a GWh-scale manufacturing facility in Brighton, Colorado, such as re-zoning costs and engineering studies. Research and Development (“R&D”) Costs R&D costs are expensed as incurred. These costs consist mainly of personnel-related costs such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs. R&D activities relate to the conceptual formulation and design of preproduction experimental prototypes and models. 67 Table of Contents Index to Consolidated Financial Statements Stock-Based Compensation We measure stock-based compensation for stock options and restricted stock units (“RSUs”) at fair value on the date of grant. The fair value of stock option grants is measured using the Black-Scholes option-pricing model while the fair value of RSU grants is measured based on the market closing price of our common stock. We recognize stock-based compensation expense on a straight-line basis over the vesting period of the grants. Most of our stock-based compensation grants generally vest over a period of four years , subject to the continued employment or services of the grantee. We have elected to account for forfeitures as they occur. The Black-Scholes option-pricing model requires the following inputs that are based on subjective assumptions: • Expected term – This is the period that the stock options are expected to be outstanding. We estimate the expected term using the simplified method for stock option grants that qualify as plain-vanilla options because we have no sufficient historical experience for determining the expected term. • 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. • Risk-free interest rate – We determine the risk-free interest rate based on the implied yield available on the U.S. Treasury zero coupon issues with a remaining term equivalent to the expected term of the stock options. • Expected dividend – We use an expected dividend yield of zero because there had been no dividend payments in the past and there is no plan to pay dividends in the future associated with the underlying common stock. The Black-Scholes option-pricing model also requires input on the fair value of the underlying common stock. For stock option grants made by Amprius Holdings to our employees and a board member during the year ended December 31, 2024, the fair value of its common stock, which had no public market, was determined by its board of directors at the time of grant by considering a number of objective and subjective factors, including a valuation performed by an independent third party. The third-party valuation was performed in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, which identifies various available methods for allocating the enterprise value across classes of capital stock in determining the fair value of the underlying common stock at the valuation date. Advertising Costs Advertising costs, which were de minimis during the years ended December 31, 2025 and 2024, are expensed as incurred. 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. Such gains or losses are recognized as other income (expense), net within the accompanying consolidated statements of operations. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes . Deferred tax balances are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for temporary differences that arise from net operating losses and credit carryforwards. 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 68 Table of Contents 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We recognize accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. Net Loss Per Share Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding and potentially dilutive securities during the period. Potentially dilutive securities include shares issuable upon the exercise of stock options, vesting of RSUs and exercise of common stock warrants; however, these have been excluded from the diluted net loss per share calculation because the effect was anti-dilutive due to our net loss. Therefore, the basic and diluted net loss per share of common stock for all periods presented were the same. Fair Value Measurement Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 – Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in our assessment of fair value. We had money market funds totaling $ 27.0 million and $ 23.5 million as of December 31, 2025 and 2024, respectively, which were measured at Level 1 fair value based on the active market price of the instruments and included in cash and cash equivalents and in other assets in the accompanying consolidated balance sheets. We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of December 31, 2025 and 2024. We also had no transfers of financial instruments between Level 1, Level 2 and Level 3 during the years ended December 31, 2025 and 2024. Concentration of Risk Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist of cash, cash equivalents, restricted cash equivalents and accounts receivable. We maintain our cash, cash equivalents and restricted cash equivalents with major financial institutions that may at times exceed federally insured limits. We have not experienced losses on our financial assets held in these financial institutions. Management believes that these financial institutions are financially sound with minimal credit risk. 69 Table of Contents 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, 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. Supply Risk We are dependent on Berzelius and our third party contract manufacturing partners to manufacture one of our primary battery platforms. The inability of these suppliers to provide manufacturing services or deliver batteries on time may cause a delay in fulfilling our customers’ orders, which could adversely impact our business, financial condition and results of operations. Cash, Cash Equivalents and Restricted Cash Equivalents Cash consists of bank and demand deposits. 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 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 Accounts receivable are recorded at the invoiced amount, less any estimated allowance for credit losses. An allowance for credit losses is recognized based on our evaluation of relevant information, such as the age of the receivable, collection experience and certain credit risk factors affecting our customers. A receivable deemed to be uncollectible is written off against a previously established allowance and recoveries are recognized when the cash is received. We do not accrue interest on past due balances and require no collateral. We have not experienced any significant losses from accounts receivable. 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 Inventories, which consist of raw materials, work-in-process and finished goods, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is determined based upon the estimated selling price of the inventory in the ordinary course of business, less reasonably predictable costs of completion or disposal and transportation. The cost of raw materials, work-in-process and finished goods manufactured at our Fremont, California facility generally exceeds their respective realizable value. When an inventory is adjusted to its net realizable value, a new cost basis is established and such cost is not adjusted for any potential recovery or increase in cost. Obsolete inventories are written off to cost of goods sold. Property, Plant and Equipment, Net Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets as shown below. Production equipment 4 to 7 years Lab equipment 4 years Furniture, fixtures and other equipment 3 to 5 years Leasehold improvements Lesser of their useful lives or the term of the lease Assets that are being built or constructed are recorded as construction in progress. Depreciation for those assets begins when the assets are ready for their intended use. 70 Table of Contents Index to Consolidated Financial Statements Expenditures for repairs and maintenance are expensed as incurred. Upon disposition or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain (loss) is included within operating expenses in the accompanying consolidated statements of operations. Impairment of Long-Lived Assets 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. An impairment loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined using the estimated cash flows discounted at a rate commensurate with the risk involved. 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. See Note 5. 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 Certain costs, which consist primarily of payroll-related costs, are initially deferred when (i) the costs relate directly to a customer contract, (ii) the costs generate or enhance our resources that will be used in satisfying future performance obligations, and (iii) the costs are expected to be recovered. If these criteria are not met, the costs are expensed as incurred. 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 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. Leases 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 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. As the implicit rate of the leases is not determinable, we use an incremental borrowing rate in determining the present value of the lease payments. We do not recognize ROU assets on lease arrangements with a term of 12 months or less. Lease expense for such arrangements is recognized on a straight-line basis over the term of the lease. We account for the lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and should be accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. 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. 71 Table of Contents Index to Consolidated Financial Statements Product Warranty Liability We provide a guarantee that our sale of battery products to customers will meet published or agreed upon specifications. We replace battery products that do not meet the specification requirements at no additional cost to our customers during our standard or agreed-upon performance warranty period. Based on our historical experience and our assessment, we have not recorded a product warranty liability as of December 31, 2025 and 2024. Loss Contingencies In the normal course of business, we may be involved in claims and legal proceedings. We record a liability for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. Legal costs associated with these loss contingencies are expensed as incurred. Common Stock Warrants We have classified our freestanding common stock warrants as equity in accordance with the applicable guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity . Accordingly, a freestanding instrument, such as a stock warrant, is classified as equity when (i) the instrument is considered indexed to an entity’s own stock and (ii) when certain criteria for equity classification are met. When assessing whether our stock warrants are indexed to our own stock, we evaluated the stock warrants’ exercise contingencies and adjustment features. The stock warrants’ exercise contingencies, which are not based on observable market or index, include a restriction to exercise a portion of the stock warrants if the holder exceeds specified beneficial ownership limitations and the holder being required to exercise the stock warrants in the event of a reorganization or a warrant redemption. Since the exercise contingencies are not based on observable market or index, the stock warrants were not precluded from being considered indexed to our own stock. In addition, the stock warrants’ adjustment features, such as a change in exercise price in the event of a stock split or stock dividend and a downward adjustment on the exercise price at our discretion, did not preclude the stock warrants from being considered indexed to our own stock. 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. Segment Reporting and Geographic Data We have a single operating and reportable segment; that is, the battery segment. Our battery segment derives revenue from the sale of finished battery products and customization services of our batteries. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). Our CODM assesses performance of our battery segment and decides how to allocate resources based on the battery segment’s profit, if any, or loss. Our measure of segment profit or loss is the consolidated net income or net loss, which is also reported as such in the accompanying consolidated statements of operations. Our CODM measures segment profit or loss by comparing the actual consolidated net income or net loss to expectations. Since we only have a single operating and reportable segment, our CODM is provided segment expense information that is based on the expense categories shown in the accompanying consolidated statements of operations. Depreciation and amortization expenses, which are disclosed in Note 4 below, are included within cost of revenue, research and development expenses, and selling, general and administrative expenses in the accompanying consolidated statements of operations. Other segment items within the segment profit or loss include primarily of interest income as shown within other income, net in the accompanying consolidated statements of operations. Our CODM does not measure segment assets for the purposes of allocating resources to, and assessing the performance of, our battery segment. The following table shows our revenue by geographic area based on the delivery location of our battery products and services (in thousands): 72 Table of Contents Index to Consolidated Financial Statements Year ended December 31, 2025 2024 North America $ 11,808 $ 8,218 EMEA 52,572 10,691 Asia Pacific 8,631 5,258 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 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. 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 73 Table of Contents 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: (i) amounts of (a) purchases of inventory, (b) employee compensation and (c) depreciation; (ii) include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements; (iii) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) the total amount of selling expenses and, in annual reporting periods, a definition of selling expenses. This ASU, which is effective starting with our annual reporting for the year ending December 31, 2027 and interim reporting periods beginning January 1, 2028, is required to be adopted either: (i) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (ii) retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating this ASU. Note 3. Revenue Disaggregation of Revenue We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing customization design services, as this depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. The table below shows the composition of revenue from customers, as disaggregated by type of arrangement in accordance with Topic 606, and other revenue from government grants, which were accounted for following IAS 20 (in thousands). Year ended December 31, 2025 2024 Revenue from customers: Sale of battery products $ 71,586 $ 22,067 Customization design services 325 1,500 Total revenue from customers 71,911 23,567 Other revenue – government grants 1,100 600 Total revenue $ 73,011 $ 24,167 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 The timing of revenue recognition, billings and cash collections can result in accounts receivable, contract assets recorded as unbilled receivables, and contract liabilities recorded as deferred revenue. Accounts receivable represents our right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. Accounts receivable was $ 23.7 million, $ 5.6 million and $ 1.3 million as of December 31, 2025, December 31, 2024, and January 1, 2024, respectively. Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. We had no contract assets as of December 31, 2025 and 2024. Contract liabilities consist primarily of deferred revenue, which is the amount of progress payments received or billed in advance of recognizing those payments as revenue. Deferred revenue is subsequently recognized as revenue when the performance obligation is satisfied. 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 balances fluctuate due to timing of the billings made versus revenue being recognized upon transfer of control. During the years ended 74 Table of Contents 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 We have performance obligations associated with commitments in customer contracts for future delivery of battery products that have not yet been recognized as revenue. As of December 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, including deferred revenue, was approximately $ 44.5 million. Given the applicable contract terms, we expect all of our remaining performance obligations to be recognized as revenue within one year . This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications. Deferred Costs 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 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 Grant revenue during the years ended December 31, 2025 and 2024 pertained to the funds received from government agencies to support some of our R&D efforts. Note 4. Inventories Inventories consisted of the following (in thousands): December 31, 2025 2024 Raw materials $ 404 $ 146 Work in process 353 117 Finished goods 5,978 6,311 Inventories $ 6,735 $ 6,574 Note 5. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Production equipment $ 2,839 $ 7,474 Lab equipment 1,032 1,921 Leasehold improvements 11,163 11,555 Furniture, fixtures and other equipment 219 300 Construction in progress 4,340 8,219 Property, plant and equipment, at cost 19,593 29,469 Less: accumulated depreciation and amortization ( 9,913 ) ( 11,988 ) Property, plant and equipment, net $ 9,680 $ 17,481 75 Table of Contents 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. 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. Note 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2025 2024 Accrued compensation and benefits $ 3,181 $ 3,428 Accrued professional fees 242 418 Accrued purchases of finished goods for resale 11 783 Other 232 203 Total accrued and other current liabilities $ 3,666 $ 4,832 Note 7. Stockholders’ Equity Common Stock and Preferred Stock As of December 31, 2025, we had a total of 1,000,000,000 shares of stock authorized to be issued, of which 950,000,000 shares are designated as common stock, $ 0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $ 0.0001 par value per share. Holders of common stock are entitled to one vote for each share held and entitled to receive dividends when and if declared by the board of directors. We have not declared any dividends as of and through December 31, 2025. Equity Incentive Plans As of December 31, 2025, our Equity Incentive Plans consisted of the following: (i) the 2022 Equity Incentive Plan (the “2022 Plan”), (ii) the 2016 Equity Incentive Plan (the “2016 Plan”) and (iii) Amprius Holdings’ the 2008 Stock Plan and the Second Equity Incentive Plan (the “Amprius Holdings Plans”), which we assumed from Amprius Holdings on October 23, 2024, collectively referred herein as “Equity Incentive Plans.” 2022 Plan. The 2022 Plan was adopted effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, or performance awards and may be granted to directors, employees or consultants. As of December 31, 2025, the total number of shares reserved for issuance, including shares issuable upon vesting of outstanding RSUs, under the 2022 Plan was 21,814,469 . Such number of shares also include the annual increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the number of shares from equity awards under the 2016 Plan that were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased due to failure to vest. The number of shares available for issuance under the 2022 Plan may be increased annually at the beginning of the fiscal year, subject to certain limitations. 2016 Plan. The 2016 Plan was terminated concurrently with the adoption of the 2022 Plan. However, the 2016 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan. Amprius Holdings Plans. 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’ 76 Table of Contents 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. The Amprius Holdings Plans continue to govern the terms and conditions of the outstanding awards previously granted under the Amprius Holdings Plans. Prior to the assumption of stock options under the Amprius Holdings Plans, Amprius Holdings had stock option awards granted to some of our employees or consultants. We recorded the stock-based compensation costs associated with those stock option awards. As of December 31, 2025, all grants made under our Equity Incentive Plans had been stock options or RSUs. Stock Options 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 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. A summary of option activity under our Equity Incentive Plans as of December 31, 2025, and changes during the year ended December 31, 2025, is as follows: Number of shares Weighted- average exercise price per share Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at January 1, 2025 18,048,109 $ 1.82 6.1 $ 19,839 Granted — $ — — — Exercised ( 4,674,357 ) $ 1.09 — — Expired / forfeited ( 321,801 ) $ 2.18 — — Outstanding at December 31, 2025 13,051,951 $ 2.07 5.7 $ 76,006 Vested and exercisable at December 31, 2025 12,600,574 $ 2.04 5.7 $ 73,624 Vested and expected to vest at December 31, 2025 13,051,951 $ 2.07 5.7 $ 76,006 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. 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 %. 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. The intrinsic value was calculated as the difference between the market price of our common stock and the exercise price of the in-the-money stock options at exercise. The fair value of stock options that vested during the year ended December 31, 2025, including those fully vested stock option grants made by Amprius Holdings to some of our employees and a board member, was $ 1.9 million. The fair value of stock options that vested during the year ended December 31, 2024 was $ 3.3 million. 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. RSUs Most of our RSU grants generally vest over a period of 4 years, subject to the continued employment or services of the grantee. 77 Table of Contents Index to Consolidated Financial Statements A summary of RSU activity under our Equity Incentive Plans as of December 31, 2025, and changes during the year ended December 31, 2025, is as follows: Number of shares Weighted-average grant date fair value Outstanding at January 1, 2025 4,311,271 $ 2.74 Granted 3,598,402 $ 3.81 Vested ( 2,021,697 ) $ 2.47 Forfeited ( 672,321 ) $ 3.40 Outstanding at December 31, 2025 5,215,655 $ 3.49 The fair value of RSUs is determined based upon the market closing price of our common stock on the date of grant. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025 and 2024 was $ 3.81 per share and $ 2.39 per share, respectively. The fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $ 5.0 million and $ 3.9 million, respectively. As of December 31, 2025, the total unamortized stock-based compensation expense related to the unvested RSUs was approximately $ 16.8 million, which we expect to amortize over a weighted-average period of 3 years. Employee Stock Purchase Plan (“ ESPP”) We adopted the ESPP effective September 14, 2022. As of December 31, 2025, the total number of shares reserved for issuance was 3,893,560 , which number may be increased annually at the beginning of the fiscal year, subject to certain limitations. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions. Under the ESPP, we may specify offering periods, provided that no offering period will have a duration exceeding 27 months. The purchase price per share is equal to 85 % of the fair market value of our common stock on the (i) offering date or (ii) purchase date, whichever is lower. As of December 31, 2025, there were no offerings established under the ESPP. Executive Incentive Compensation Plan On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. We have the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws. As of December 31, 2025, there were no grants under the Executive Incentive Compensation Plan. Common Stock Warrants Shown below is a summary of the activity of the stock warrants as of and during the year ended December 31, 2025: Public warrants Private warrants PIPE warrants Total 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. This cash tender offer expired on June 11, 2024. A total of 12,575,664 public warrants and 500,000 private warrants were exercised in connection with this cash tender offer. 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, 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 78 Table of Contents 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. A total of 15,600,000 private warrants were exchanged for a total of 3,073,200 shares of our common stock in connection with this cashless tender offer. 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 during the year ended December 31, 2024. 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. The outstanding public warrants and private warrants, which expire on September 14, 2027, are exercisable for one share of our common stock at a price of $ 11.50 per warrant subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022, as amended. Holders of private warrants may be able to exercise their warrants on a cashless basis pursuant to the Warrant Agreement, but holders of public warrants cannot exercise on a cashless basis. The public warrants are listed on the New York Stock Exchange and are redeemable by us when the price per share of our common stock equals or exceeds $ 18.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date. The private warrants are not listed on any securities exchange and are not redeemable. The outstanding PIPE warrants, which expire on September 14, 2027, are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $ 12.50 per warrant and they are not listed on any securities exchange. In addition, the PIPE warrants are redeemable by us if the price per share of our common stock equals or exceeds $ 20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date. The warrants described above are classified as equity in accordance with the guidance under ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity . Equity-classified contracts, such as stock warrants, are initially measured at fair value or allocated value. Any subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Sales Agreement 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”). 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. 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 fully amortized as of December 31, 2025 and $ 0.1 million as of December 31, 2024. Stock-Based Compensation Stock-based compensation from stock options and RSUs under our Equity Incentive Plans were included in the following lines in the accompanying consolidated statements of operations during the periods presented (in thousands): Year ended December 31, 2025 2024 Cost of revenue $ 633 $ 871 Research and development 1,246 936 Selling, general and administrative 5,531 5,536 Total stock-based compensation expense $ 7,410 $ 7,343 79 Table of Contents Index to Consolidated Financial Statements Note 8. Income Taxes The components of loss before provision for income taxes were as follows (in thousands): Year ended December 31, 2025 2024 Domestic $ ( 44,007 ) $ ( 44,671 ) Foreign ( 17 ) — Total $ ( 44,024 ) $ ( 44,671 ) 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, 2025 Amount Percent Tax at U.S. 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 % Tax credits 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, 2024 U.S. federal statutory tax rate 21.0 % Expected benefit at U.S. federal statutory tax rate ( 9,381 ) State tax ( 277 ) Change in valuation allowance 9,323 Stock-based compensation 543 Other ( 208 ) Provision for income taxes $ — 80 Table of Contents Index to Consolidated Financial Statements The components of deferred tax assets and deferred tax liabilities were as follows (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss (“NOL”) carryforwards $ 31,090 $ 23,045 Operating lease liabilities 8,820 8,434 Tax credits 3,073 1,515 Capitalized research and development 1,801 2,490 Accruals and other 2,893 1,560 Stock-based compensation 926 892 Total deferred tax assets 48,603 37,936 Valuation allowance ( 44,286 ) ( 30,451 ) Deferred tax assets 4,317 7,485 Deferred tax liabilities: Operating lease right-of-use assets ( 4,317 ) ( 7,485 ) Net deferred taxes $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all the deferred tax assets will be realized. 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 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. Based on this evaluation, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 13.8 million and $ 9.3 million during the years ended December 31, 2025 and 2024, respectively. NOL and tax credit carryforwards were as follows as of December 31, 2025 (in thousands): Amount Expiration years NOL, federal (after December 31, 2017) $ 127,163 Do not expire NOL, federal (before January 1, 2018) $ 3,799 2037 NOL, state $ 52,775 2037 to 2045 NOL, foreign $ 17 2030 Tax credits, federal $ 2,753 2037 to 2045 Tax credits, state $ 1,701 Do not expire The utilization of NOL and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in our ownership, as defined in the current income tax regulations. Ownership changes prior to the business combination that we consummated with Kensington Capital Acquisition Corp. IV on September 14, 2022 did not result in a limitation that will materially reduce the total amount of NOL carryforwards and credits that can be utilized. 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. 81 Table of Contents Index to Consolidated Financial Statements Below is a reconciliation of the unrecognized tax benefits (in thousands): Year ended December 31, 2025 2024 Balance at beginning of year $ 551 $ 393 Addition based on tax positions during the current year 561 158 Addition of tax positions from prior years 2 — Balance at end of year $ 1,114 $ 551 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. We have elected to include interest and penalties as a component of income tax expense. During the years ended December 31, 2025 and 2024, we did no t recognize interest and penalties related to unrecognized tax benefits. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. Our federal and state income tax returns from inception to December 31, 2025 remain subject to examination. Note 9. Leases As of December 31, 2025, we had non-cancelable operating leases for our corporate headquarters and manufacturing facilities located in Fremont, California and in Brighton, Colorado. 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 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. See Note. 12 Subsequent Event for our discussion of the termination of the lease. 82 Table of Contents 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). Year ended December 31, 2025 2024 Operating lease expense $ 5,143 $ 5,143 Variable lease expense 2,915 1,741 Short-term lease expense 99 95 Total lease expense $ 8,157 $ 6,979 Other information about our operating leases during the years ended December 31, 2025 and 2024 are shown in the table below (amounts in thousands). Year ended December 31, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,450 $ 1,314 Weighted-average remaining lease term 12.6 years 13.5 years Weighted-average discount rate 9.5 % 9.5 % Future operating lease payments as of December 31, 2025 are as follows (in thousands): Year ending December 31: Amount 2026 $ 4,859 2027 5,025 2028 5,185 2029 5,344 2030 5,509 Thereafter 42,931 Gross lease payments 68,853 Less - present value adjustments ( 28,981 ) Total operating lease liabilities $ 39,872 Note 10. Commitments and Contingencies 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 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. 83 Table of Contents Index to Consolidated Financial Statements Note 11. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year ended December 31, 2025 2024 Numerator: Net loss $ ( 44,024 ) $ ( 44,671 ) Add - increase in net loss due to the increase in fair value of the modified stock warrants — ( 727 ) Net loss attributable to common stockholders $ ( 44,024 ) $ ( 45,398 ) Denominator: Weighted-average number of common shares outstanding 124,639,991 101,872,347 Basic and diluted net loss per common share $ ( 0.35 ) $ ( 0.45 ) The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive: December 31, 2025 2024 Stock warrants 18,844,972 19,045,072 Stock options 13,051,951 18,048,109 RSUs 5,215,655 4,311,271 Total 37,112,578 41,404,452 Note 12. 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. 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 this lease. 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. 84 Table of Contents Index to Consolidated Financial Statements Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.