AEye Inc-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ________ to ________ Commission file number 001-39699 (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) 94588(Zip Code) (925) 400-4366 Registrant’s telephone number, including area code Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports); and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10-D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025(the last business day of the registrant's most recently completed second fiscal quarter), the registranthad18,982,939 shares of voting common stock that were held by non-affiliates. The approximate aggregate market value of sharesheld by non-affiliates was $20 million. As of March 13, 2026, the registrant had 45,345,919shares of common stock, $0.0001par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement relating to the2026 Annual Meeting of Stockholdersare incorporated by referenceinto Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement, or an amendment to this Annual Reporton Form 10-K, will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscalyear ended December 31, 2025. Table of Contents Part IPageItem 1.Business3Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity32Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures33Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities33Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure69Item 9A.Controls and Procedures69Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69Part IIIItem