Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management ’ s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit non-accelerated filers such as our company to provide only management’s report in the Annual Report on Form 10-K.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, has determined that our internal controls are reasonably designed and implemented to assure reliable financial reporting and preparation of our financial statements. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
Other than described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the annual period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5 - 1 Trading Plans . During the fourth quarter of the fiscal year ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025 .
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025 .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, 2025.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
1. Financial Statements. The financial statements included in “Index to the Consolidated Financial Statements” in Part II, Item 8 are filed as part of this Annual Report on Form 10-K.
2. Financial Statement Schedules. None.
3. Exhibits. Exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit
Number
Description
Form
File Number
Exhibit/
Appendix
Reference
Filing
Date
Filed
Herewith
2.1†
Merger Agreement, dated as of February 17, 2021, by and among CF Finance Acquisition Corp. III, Merger Sub and AEye .
S-4
333-256058
2.1
5/13/2021
2.2
Amendment to the Merger Agreement, dated as of April 30, 2021, by and among CF Finance Acquisition Corp. III, merger Sub and AEye Technologies.
S-4
333-256058
2.2
5/13/2021
3.1
Second Amended and Restated Certificate of Incorporation of AEye, Inc.
8-K
001-39699
3.1
08/23/2021
3.2
Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of AEye, Inc.
10-Q
001-39699
3.2
05/11/2023
3.3
Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, filed on December 26, 2023.
8-K
001-39699
3.1
12/29/2023
3.4
Amended and Restated Bylaws of AEye, Inc.
8-K
001-39699
3.2
08/23/2021
4.1
Registration Rights Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021.
8-K/A
001-39699
4.1
12/15/2021
4.2
Warrant Agreement dated November 12, 2020, between Continental Stock Transfer & Trust Company and CF Finance Acquisition Corp. III.
S-4
333-256058
4.1
05/13/2021
4.3
Specimen Warrant Certificate .
S-4
333-256058
4.2
05/13/2021
4.4
Registration Rights Agreement, by and between AEye, Inc. and New Circle Principal Investment LLC, dated July 25, 2024
8-K
001-39699
4.1
07/29/2024
4.5
Registration Rights Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025
8-K
001-39699
10.2
01/03/2025
4.6
Form of Senior Unsecured Convertible Promissory Note to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, dated January 2, 2025
8-K
001-39699
4.1
01/03/2025
4.7
Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, dated January 2, 2025
8-K
001-39699
4.2
01/03/2025
4.8
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 .
10-K
001-39699
4.5
03/28/2022
4.9
Warrants Agreement dated May 23, 2025, between AEye, Inc. and IGEP Park Place, LLC
S-3
333-289462
4.4
08/11/2025
4.10
Warrant to Purchase Common Stock, dated August 8, 2025
S-3
333-289462
4.5
08/11/2025
10.1
Form of PIPE Subscription Agreement .
S-4
333-256058
10.1
05/13/2021
10.2
Form of Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc.
8-K
001-39699
10.2
02/17/2021
10.3
Form of Amended and Restated Stockholder Support Agreement, by and among CF Finance Acquisition Corp. III and certain stockholders of AEye, Inc.
S-4
333-256058
10.2
05/13/2021
10.4
Form of Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc.
S-4
333-256058
10.3
05/13/2021
10.5
Form of Amendment to Sponsor Support Agreement, by and among CF Finance Acquisition Corp. III, CF Finance Holdings III, LLC and AEye, Inc.
S-4
333-256058
10.4
05/13/2021
10.6
Form of Lock-Up Agreement, by and among CF Finance Acquisition Corp. III, AEye, Inc. and the holder signatory thereto.
S-4
333-256058
10.5
05/13/2021
10.7
Promissory Note dated April 30, 2021.
8-K
001-39699
10.3
05/03/2021
10.8+
Amended and Restated AEye, Inc. 2021 Equity Incentive Plan .
AEye, Inc. Definitive Proxy Statement on Schedule 14A
001-39699
Annex B
03/20/2023
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Table of Contents
10.9+
Notice of Grant of Performance Stock Units (Cash-Settlement Option) under the Amended and Restated AEye, Inc. 2021 Equity Incentive Plan .
8-K
001-39699
10.1
02/11/2026
10.10+
Notice of Grant of Restricted Stock Units (Cash-Settlement Option) under the Amended and Restated AEye, Inc. 2021 Equity Incentive Plan
8-K
001-39699
10.2
02/11/2026
10.11+
Performance Stock Units Agreement (Cash-Settlement Option) under the Amended and Restated AEye, Inc. 2021 Equity Incentive Plan
8-K
001-39699
10.3
02/11/2026
10.12+
Restricted Stock Units Agreement (Cash-Settlement Option) under the Amended and Restated AEye, Inc. 2021 Equity Incentive Plan
8-K
001-39699
10.4
02/11/2026
10.9+
Form of Indemnification Agreement
8-K
001-39699
10.2
08/23/2021
10.10
Office Lease by and between TRT NOIP DUBLIN LP and the company, dated April 26, 2019.
S-4
333-256058
10.8
05/13/2021
10.11+
Form of Change in Control Severance Agreement .
8-K
001-39699
10.1
03/18/2022
10.12
Common Stock Purchase Agreement by and between AEye, Inc. and Tumim Stone Capital LLC, dated December 8, 2021.
8-K/A
001-39699
10.1
12/15/2021
10.13
Registration Rights Agreement, by and among CF Finance Acquisition Corp. III and the investors listed thereto.
S-4
333-256058
10.6
05/13/2021
10.14
Form of Senior Unsecured Convertible Note, dated September 15, 2022 .
8-K
001-39699
4.1
09/16/2022
10.15
Form of Common Stock Purchase Warrant, dated September 15, 2022 .
8-K
001-39699
4.2
09/16/2022
10.16
Securities Purchase Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022 .
8-K
001-39699
10.1
09/16/2022
10.17
Registration Rights Agreement by and among AEye, Inc. and 3i, LP, dated September 15, 2022 .
8-K
001-39699
10.2
09/16/2022
10.18+
Offer Letter by and between the Company and Matthew Fisch, dated January 20, 2023.
8-K
001-39699
10.1
02/01/2023
10.19+
Form Retention Agreement .
8-K
001-39699
10.1
11/07/2023
10.20+
AEye, Inc. 2022 Employee Stock Purchase Plan .
AEye, Inc. Definitive Proxy Statement on Schedule 14A
001-39699
Annex A
03/31/2022
10.21+
AEye, Inc. 2023 CEO Inducement Grant Plan .
S-8
333-270731
10.3
03/22/2023
10.22+
AEye, Inc. 2025 Employment Inducement Incentive Award Plan .
S-8
333-292659
10.3
01/09/2026
10.23+
Forms of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the AEye, Inc. 2025 Employment Inducement Incentive Award Plan .
S-8
333-292659
10.4
01/09/2026
10.22
Share Purchase Agreement by and among AEye, Inc. and New Circle Principal Investments LLC, dated July 25, 2024
8-K
001-39699
10.1
07/29/2024
10.23
Form of Securities Purchase Agreement, dated May 29, 2024, between AEye, Inc. and the Purchasers
8-K
001-39699
10.1
05/29/2024
10.24
Form of Lock-Up Agreement
8-K
001-39699
10.2
05/29/2024
10.25
Securities Purchase Agreement by and among AEye, Inc. and Dowslake Microsystems Corporation, dated May 10, 2024
8-K
001-39699
10.1
05/15/2024
10.26
At Market Issuance Sales Agreement by and between AEye, Inc. and A.G.P./Alliance Global Partners, dated September 12, 2024
8-K
001-39699
1.1
09/13/2024
10.27
Securities Purchase Agreement by and between AEye, Inc. and the purchaser named in the signature pages thereto, dated January 2, 2025
8-K
001-39699
10.1
01/03/2025
10.25
Settlement Agreement with IGEP Park Place, LLC dated April 28, 2025, between IGEP Park Place, LLC, AEye, Inc., and AEye, Technologies, Inc.
8-K
001-39699
10.1
05/01/2025
19.1
Insider Trading Policy effective as of August 3, 2023
10-K
333-259554
19.1
03/27/2024
21.1
List of Significant Subsidiaries .
X
23.1
Consent of KPMG
X
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
X
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
X
97.1
AEye, Inc. Dodd Frank Clawback Policy
10-K
333-259554
97.1
03/27/2024
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
* The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of AEye, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Indicates a management contract or compensatory plan or arrangement.
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Table of Contents
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 18, 2026
AEye, Inc.
By: /s/ Matthew Fisch
Matthew Fisch
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
By: /s/ Conor Tierney
Conor Tierney
Chief Financial Officer and Treasurer
(Principal Financial Officer)
POWER OF ATTORNEY
By signing this Annual Report on Form 10-K below, I hereby appoint each of Matthew Fisch and Conor Tierney as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
By: /s/ Matthew Fisch
Matthew Fisch
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
March 18, 2026
By: /s/ Conor Tierney
Conor Tierney
Chief Financial Officer and Treasurer
(Principal Financial Officer)
March 18, 2026
By: /s/ Timothy J. Dunn
Timothy J. Dunn
Director
March 18, 2026
By: /s/ Luis C. Dussan
Luis C. Dussan
Director
March 18, 2026
By: /s/ Prof. Dr. Bernd Gottschalk
Prof. Dr. Bernd Gottschalk
Director
March 18, 2026
By: /s/ Jonathon B. Husby
Jonathon B. Husby
Director
March 18, 2026
By: /s/ Doron Simon
Doron Simon
Director
March 18, 2026
By: /s/ Sue E. Zeifman
Sue E. Zeifman
Director
March 18, 2026
73