3: Initial statement of beneficial ownership of securities
Published on November 3, 2025
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/03/2025 |
3. Issuer Name and Ticker or Trading Symbol
BETA Technologies, Inc. [ BETA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Class A common stock | 240,583(1) | D | |
| Class A common stock | 5,719,837 | I | By The Kyle B. Clark Irrevocable Trust-2020(2) |
| Class A common stock | 1,624,907 | I | By the Katie S. Clark Irrevocable Trust |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option | (3) | 12/01/2028 | Class A common stock | 72,235 | 17.2382 | D | |
| Employee Stock Option | (4) | 12/01/2033 | Class A common stock | 725,411 | 17.2382 | D | |
| Employee Stock Option | (5) | 02/17/2030 | Class A common stock | 797,646 | 17.2382 | D | |
| Class B common stock | (6) | (6) | Class A common stock | 3,787,319 | (6) | D | |
| Class B common stock | (6) | (6) | Class A common stock | 4,714,165 | (6) | I | By The Kyle B. Clark Irrevocable Trust-2020(2) |
| Explanation of Responses: |
| 1. The reported shares of Class A common stock ("Class A Shares"), and all amounts of the securities reflected in this Statement, give effect to the Issuer's 6.381168-for-1 stock split effected in connection with the Issuer's initial public offering. |
| 2. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 3. The reported options were granted on December 1, 2023 and commenced vesting on December 15, 2023 in five installments of (i) 20% on each of the first four anniversaries of December 31, 2023, and (ii) the final 20% on June 15, 2028, and will be fully vested on June 15, 2028. |
| 4. The reported options were granted on December 1, 2023 and commenced vesting on December 15, 2023, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on December 15, 2027. |
| 5. The reported options were granted on February 18, 2025 and commenced vesting on January 1, 2025, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on January 1, 2029. |
| 6. The Reported Securities are convertible on a 1-for-1 basis into Class A Shares and have no expiration date. |
| Remarks: |
| Chief Executive Officer and President; Exhibit 24.1 - Power of Attorney |
| /s/ Brian Dunkiel, as attorney-in-fact | 11/03/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.