424B5 1 ss6825293_424b5.htm FORM 424B5

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-296038

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 2026)

AEYE, INC.

Up to $50,000,000

Common Stock

We have entered into an At Market Issuance Sales Agreement, or the sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., on September 15, 2026, relating to the sale of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time through A.G.P., acting as our sales agent.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any method permitted by law that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific amount of the common stock, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

A.G.P. will be entitled to compensation for sales of common stock sold pursuant to the sales agreement at a commission rate up to 3.0% of the gross proceeds of any shares of common stock sold under the sales agreement. The net proceeds, if any, that we receive from the sales of our common stock will depend on the number of shares actually sold and the offering price for such shares. See “Plan of Distribution” for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of the common stock on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We previously entered into an At Market Issuance Sales Agreement with A.G.P., dated September 12, 2024, as amended, or the prior sales agreement. Immediately prior to, and in connection with, our entry into the sales agreement, we terminated the prior sales agreement.

You should read this prospectus supplement in conjunction with the accompanying base prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the accompanying base prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the accompanying base prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the accompanying base prospectus, including any supplements and amendments thereto.

Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “LIDR.” On September 14, 2026, the last reported sale price of our common stock on Nasdaq was $1.23 per share.

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page S-6 of this prospectus supplement and the documents incorporated by reference into this prospectus supplement before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is September 15, 2026

Table of Contents

PROSPECTUS SUPPLEMENT	Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION	S-iv
PROSPECTUS SUPPLEMENT SUMMARY	S-1
THE OFFERING	S-4
RISK FACTORS	S-7
USE OF PROCEEDS	S-10
DILUTION	S-11
DIVIDEND POLICY	S-13
PLAN OF DISTRIBUTION	S-14
LEGAL MATTERS	S-16
EXPERTS	S-16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-16
WHERE YOU CAN FIND MORE INFORMATION	S-17

PROSPECTUS	Page
ABOUT THIS PROSPECTUS	i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	4
USE OF PROCEEDS	5
DESCRIPTION OF SECURITIES WE MAY OFFER	6
DESCRIPTION OF CAPITAL STOCK	7
DESCRIPTION OF DEBT SECURITIES	11
DESCRIPTION OF WARRANTS	18
DESCRIPTION OF RIGHTS	19
DESCRIPTION OF UNITS	20
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	24
EXPERTS	24
WHERE YOU CAN FIND MORE INFORMATION	25
INFORMATION INCORPORATED BY REFERENCE	26

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

You should carefully read this entire prospectus supplement and the accompanying base prospectus, including the information included and referred to under “Risk Factors” below, the information incorporated by reference in this prospectus supplement and in the accompanying base prospectus, and the financial statements and the other information incorporated by reference in the accompanying base prospectus, before making an investment decision.

This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form S-3 (File No. 333-296038) that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process, on May 19, 2026, and that was declared effective September 15, 2026. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference herein. The second part, the accompanying base prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add, update, or change information contained in the accompanying base prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying base prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying base prospectus and such documents incorporated by reference herein and therein.

Unless the context otherwise requires, the terms “AEye, Inc.,” “AEye,” “Company,” “our company,” “we,” “us,” or “our” refer to AEye, Inc., a Delaware corporation, and its subsidiaries. When we refer to “you” we mean the purchaser or potential purchaser of the shares of common stock offered hereby.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering. We have not, and A.G.P. has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and A.G.P. is not, making an offer to sell the common stock in any jurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should carefully read this entire prospectus supplement and the accompanying base prospectus, including the information included and referred to under “Risk Factors” below, the information incorporated by reference in this prospectus supplement and in the accompanying base prospectus, and the financial statements and the other information incorporated by reference in the accompanying base prospectus, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus supplement entitled “Incorporation of Certain Information by Reference.”

You should not consider any information in this prospectus supplement or the accompanying base prospectus to be investment, legal, or tax advice. You should consult your own counsel, accountants, and other advisors for legal, tax, business, financial, and related advice regarding the purchase of the common stock offered by this prospectus supplement. If the description of the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information contained in this prospectus supplement.

S-ii

This prospectus supplement and the accompanying base prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as exhibits to the registration statement of which this prospectus supplement is a part or as exhibits to documents incorporated by reference herein, and you may obtain copies of those documents as described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

The industry and market data and other statistical information contained in the documents we incorporate by reference are based on our own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.

This prospectus, including the information incorporated by reference into this prospectus, includes trademarks, service marks and trade names owned by us or others. All trademarks, service marks and trade names included or incorporated by reference in this prospectus or any related free writing prospectuses are the property of their respective owners.

S-iii

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein contain forward-looking statements. All statements other than statements of historical facts contained in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook,” “target,” “contemplate,” or the negative of these terms or other similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. The forward-looking statements in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein speak only as of the date of this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein, as applicable. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties, and assumptions described under the section in this prospectus supplement titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:

changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, and plans;

our product development timeline, third-party suppliers, cost of development, and expected start of commercial production;

the implementation, market acceptance, and success of our business model, including our capital-light manufacturing approach and software-defined architecture;

our ability to scale in a cost-effective manner and execute on multi-year production cycles;

developments and projections relating to our competitors and industry, including the pace of lidar adoption and market demand for commercial lidar products;

risks related to our operational runway due to unforeseen expenses or otherwise;

the risks that our capital-light model may not remain a point of differentiation to the extent or for the time frame anticipated, or at all;

the risks that the uptick in expected demand may not occur to the extent or in the time frame anticipated, or at all;

risk that cash burn may exceed expectations due to unanticipated expenses associated with the investments required to ramp our products, or otherwise;

the risks that our commercial pipeline may not convert, or that existing customers may not continue to make repeat purchases, or that new RFQs, completed POCs, or signed LOIs may not result in revenue, in each case to the extent or in the time frame anticipated, or at all;

the risks that strategic partnerships may not result in actionable revenue pipelines or that our technology lead may not translate into firm volume commitments or a durable revenue ramp to the extent or in the time frame anticipated, or at all;

the risks that the physical AI market may not reach anticipated market size or that we may be unable to deliver on our vision for the future of physical AI to the extent or in the time frame anticipated, or at all;

the risks that our products may not meet the diverse range of performance and functional requirements of target markets and customers or may not function as anticipated;

the effect of current or future global conflicts, trade restrictions, trade tensions, and tariffs, and the risks of economic downturns and a changing regulatory landscape in the highly competitive and evolving industry in which we operate;

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

our future capital requirements and sources and uses of cash;

S-iv

our ability to obtain funding for our operations;

the risks that our pursuit of opportunities in new and adjacent markets, in which we have limited or no prior experience, may require significant additional investment, may divert resources from our existing business, and may not be successful;

the risks associated with our growing defense and government-related business, including procurement, export control, compliance, audit, security and funding risks, such as those relating to government appropriations, terminations for convenience and audits, that differ from those applicable to our commercial business;

our business, business relationships, expansion plans, and opportunities; and

the outcome and financial impact of any known and unknown litigation, arbitration, and regulatory proceedings, including our ability to satisfy or discharge any resulting judgments or awards.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Some of these risks and uncertainties may be amplified by current or future global conflicts and current and potential trade restrictions, trade tensions, and tariffs, all of which continue to cause economic uncertainty.

Additionally, new risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, the forward-looking statements in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein may not prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

S-v

PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights and is qualified in its entirety by, the more detailed information and financial statements contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying base prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should carefully read this prospectus supplement and the accompanying base prospectus, including the documents incorporated by reference, which are described under “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying base prospectus. You should also carefully consider the matters discussed in the section in this prospectus supplement entitled “Risk Factors” and in the accompanying base prospectus and in other documents incorporated herein by reference. Moreover, the information contained in this prospectus supplement includes “forward-looking statements,” which are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments actually affecting us will be those anticipated.

Amounts below are in the thousands, except share amounts and per share data or where we use the word “million.”

Overview

We are a provider of physical AI sensing solutions built on high-performance, active lidar systems for vehicle autonomy, advanced driver-assistance systems (ADAS), robotic vision and a range of non-automotive applications. Our physical AI approach combines software-defined sensing with adaptive perception capabilities that enable machines to interpret and respond to complex physical environments in real time. Our proprietary Intelligent Sensing Platform incorporates a nearly solid state, software-definable active lidar sensor; an adaptive SmartScan architecture that dynamically adjusts scan patterns for different scenes and targets; and a signal-processing pipeline designed to deliver precise measurements and imaging for safety-critical use cases. This platform is designed to support a broad set of markets beyond passenger vehicles, including rail, aerospace and defense, smart infrastructure, space mobility, and security, where long-range performance, environmental robustness, and software-based configurability are key requirements.

We were founded in 2013 by Luis Dussan, a former member of our Board of Directors and our first Chief Executive Officer, with the goal of creating a deterministic AI-driven sensing system that performs better than the human eye and visual cortex. Mr. Dussan’s experience developing mission-critical targeting systems for fighter jets and ground troops on behalf of the U.S. military provided us with the background to develop a differentiated approach to visual sensing. While traditional sensing systems passively collect data, our active Intelligent Sensing Platform leverages principles from automated targeting systems and biomimicry to scan the environment, while intelligently focusing on what matters in order to enable safer, smarter, and faster decisions in complex scenarios. From our inception, our culture drew from esteemed scientists and electro-optics engineers from the National Aeronautics and Space Administration, or NASA, Lockheed Martin Corporation, Northrop Grumman Corporation, the U.S. Air Force, and the Defense Advanced Research Projects Agency, or DARPA, to create the highest performing sensing and perception system for the most challenging situations, ensuring the highest levels of safety for autonomous driving.

As a result, our adaptive lidar is designed to enable higher levels of autonomy and functionality — SAE Levels 2 through 5 — with the goal of optimizing performance, power, and reducing cost. Our Intelligent Sensing Platform is software-definable and network-optimized, and leverages deterministic artificial intelligence at the edge. We have made substantial investments in our R&D processes and deliver value to our customers through our manufacturing partners. We perform the majority of our R&D activities in our 18,605 square foot corporate headquarters located in Pleasanton, California. Our modular design facilitates product hardware updates as technologies evolve, and its small size and modest heat generation enable very flexible placement options on the interior or exterior of a vehicle. The platform is also software-adaptable, enabling adjustments to scan pattern, frame rate, and other performance characteristics without hardware changes. This software-defined approach allows us to tailor a common architecture into application-specific products across multiple markets.

Our systems-based approach supports partnerships not only within the established automotive supply chain, such as OEMs and Tier 1 and Tier 2 suppliers, but also with solution providers in non-automotive markets. In automotive, we expect Tier 1 partners to add value through industrialization, manufacturing, integration, sales, marketing, product liability management, and warranty support. Tier 2 partners contribute automotive-grade sub-components that can also be leveraged in products sold into adjacent markets where similar reliability, environmental robustness, and performance standards are required.

S-1

Beyond automotive, our OPTIS^TM solution enables us to collaborate directly with system integrators, software partners, and domain-specific solution providers across intelligent transportation systems, rail, aviation, ports, industrial automation, defense, and emerging infrastructure applications. OPTIS^TM allows us to combine our software-defined sensing capabilities with third-party perception, analytics, and workflow software to deliver application-specific functionality without requiring new hardware variants. This approach broadens the utility of our technology and allows partners to build turnkey solutions tailored to their end markets.

We believe this combined model, leveraging automotive-grade components, software-defined configurability, and partnerships with specialized integrators, supports the development of high-quality, high-performance products at scalable cost structures. This positions our platform to enable lidar adoption across a range of markets, both within automotive and in non-automotive domains where sensing requirements continue to expand.

In pursuing this strategy, we have partnered, and will continue seeking partnerships, with leading Tier 1 automotive suppliers. It is anticipated that our Tier 1 partners will bid for long-range lidar series production awards with OEMs and that these awards will represent a substantial portion of our future revenues; however, there is no guarantee that this Tier 1 partnership strategy will be successful. If we fail to remain engaged with one or more Tier 1 automotive suppliers, it may have an adverse effect on our business. The markets for lidar are projected to see significant growth in both the near and long term. We believe this expected growth will allow us to capture market share as well as pursue specialized opportunities like highway autonomous driving applications that benefit from our products. We expect that lidar will be a required sensing solution across many end markets, and we intend to be one of the leading solutions providers in these spaces.

As is common in early-stage companies with limited operating histories, we are subject to risks and uncertainties such as our ability to develop and commercialize our products; produce and deliver lidar and software products meeting acceptable performance metrics; attract new and retain existing customers; develop, obtain, or progress strategic partnerships; secure an automotive OEM design win; secure additional capital to support the business plan; and other risks and uncertainties such as those described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 18, 2026, or our 2025 Annual Report, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, or our 2026 Quarterly Reports. Since inception, we have incurred net losses and negative cash flows from operations and expect to continue incurring losses and negative operating cash flows as we continue to focus on achieving commercialization of our lidar solutions and execute on our strategic initiatives.

Background

On August 16, 2021, CF Finance Acquisition Corp. III, or CF III, a Delaware corporation and a special purpose acquisition company, completed its previously announced business combination, or the Merger, with AEye Technologies, Inc., or AEye Technologies (then known as AEye, Inc.), pursuant to the Agreement and Plan of Merger, dated February 17, 2021, among CF III, AEye Technologies and a merger subsidiary of CF III. Based on CF III’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Upon the closing of the Merger, AEye Technologies became a wholly owned subsidiary of CF III, and CF III changed its name to AEye, Inc. Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “AEye,” and “Company” refer to AEye, Inc. and its subsidiaries following the consummation of the Merger or to AEye Technologies and its subsidiaries prior to the consummation of the Merger.

Corporate Information

Our principal executive offices are located at 4670 Willow Road, Suite 125, Pleasanton, CA 94588. Our telephone number is (925) 400-4366. Our website address is www.aeye.ai. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

S-2

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

As a result, the information in this prospectus supplement, the accompanying base prospectus or the documents incorporated by reference herein that we provide to our investors in the future may be different than what you might receive from other public reporting companies.

Recent Developments

In July 2025, we announced the validation of our lidar technology on the NVIDIA DRIVE AGX Orin^TM platform. We have since expanded our collaboration and validated our lidar with NVIDIA’s next-generation DRIVE AGX Thor^TM platform, enabling our sensors to interface directly with NVIDIA’s autonomous driving compute architecture and development toolchain. These integrations are intended to support alignment with NVIDIA’s Hyperion reference architecture and may provide opportunities to engage with global automotive OEMs and Tier 1 suppliers that adopt NVIDIA-based ADAS and automated driving systems. We continue to demonstrate advances in the high-speed and long-range performance of our lidar systems, which we believe further strengthen the technical basis for these integrations. Because these engagements are relatively recent, there can be no guarantee that they will result in commercial adoption.

In July 2025, we launched OPTIS™, a complete physical AI solution designed to modernize legacy infrastructure and deliver actionable intelligence across diverse industries. OPTIS™ integrates our software-defined Apollo^TM lidar technology with advanced computing to bridge the gap between perception and real-time action. Beyond addressing critical needs in transportation, safety, and security, OPTIS™ opens our platform to third-party partners and developers, creating an ecosystem for innovation and growth beyond automotive applications. Since launch, we’ve transitioned OPTIS™ from concept to a structured offering. Our flagship OPTIS™ deployments in California and Michigan are live at active intersections and a highway, and provide the potential for a complete traffic management solution that integrates our lidar, perception, and actuation in conjunction with our partners Flasheye, Blue-Band and Vueron.

In January 2026, we introduced STRATOS^TM, the next product in our lidar family. STRATOS^TM is based on the same underlying software-defined Apollo^TM architecture that also powers our OPTIS^TM solution, but delivers an extended detection range of up to approximately 1.5 kilometers and roughly twice the angular resolution. STRATOS^TM is designed for applications requiring enhanced long-distance performance, including sensing requirements in certain automotive, infrastructure, aviation, industrial and defense use cases.

In March 2026, we joined the NVIDIA Halos AI Systems Inspection Lab, the world’s first ANAB-accredited AI systems inspection lab, which we believe further reinforces our positioning within the NVIDIA ecosystem and may support our engagement with global automotive OEMs and Tier 1 suppliers. Also, during the first quarter of 2026, we entered into a commercial relationship with SynTech, a global defense systems company with established ties to leading defense primes, under which SynTech began promoting Apollo^TM to its customers and we have commenced initial shipments. We believe this relationship could expand our addressable market into international defense and aviation; however, there can be no assurance that this relationship, or the integrations described above, will result in commercial sales for us.

During the second quarter of 2026, we partnered with MoveAWheeL to explore combining Apollo’s^TM long-range 3D object detection with MoveAWheeL’s acoustic road-surface friction sensing, with the goal of providing real-time predictive road-surface friction data to improve advanced driver-assistance and autonomous driving performance in adverse weather. Evaluations are underway in select geographies, however there can be no assurance that it will result in a commercial relationship or in commercial sales for us.

In aerospace and defense, our customer engagements continued to increase during the second quarter of 2026, with multiple repeat orders from existing customers and active development across multiple programs. We are being evaluated for expanded use cases with these customers, and expect to receive additional requests for quotation in the near term. While we are encouraged by the trajectory of these engagements, there can be no assurance that they will translate into commercial sales for us.

S-3

During the third quarter of 2026, we entered two new verticals that leverage the software-defined architecture of our Apollo™ sensor, which allows us to reconfigure scan pattern, range, and resolution through software to meet application-specific requirements using a common sensor platform. In space mobility, Apollo™ was selected by Lunar Outpost for its Pegasus Lunar Terrain Vehicle, which is designed to transport astronauts across the Moon’s South Pole. In sports analytics, Alive3D selected Apollo™ to power 3D spatial sports visualization, precise measurement, and advanced data analytics for elite sports. These applications are new to us, and we have limited or no prior operating experience in these markets. They may involve specialized performance, environmental, reliability, and qualification requirements and, particularly for space applications, extended development and qualification timelines. These engagements are at an early stage, and there can be no assurance that either selection will result in additional orders or commercial sales for us, or that we will be able to successfully address the technical and operational requirements of these new markets.

On August 31, 2026, the arbitrator in the previously disclosed arbitration administered by the WIPO Arbitration and Mediation Center between a former vendor and AEye Technologies issued a final award. The award orders AEye Technologies to pay the former vendor approximately $3.4 million in the aggregate in respect of unpaid invoices under a 2020 development agreement and costs of the arbitration, plus interest, and dismissed the counterclaims asserted by AEye Technologies.

S-4

THE OFFERING

Issuer	AEye, Inc.
Securities Offered	Shares of our common stock having an aggregate offering price of up to $50.0 million.
Common stock to be outstanding after this offering*	Up to 87,322,575 shares, assuming sales of 40,650,406 shares of our common stock in this offering at an offering price of $1.23 per share, which was the closing price of our common stock on Nasdaq on September 14, 2026. The actual number of shares issued will vary depending on the sales price under this offering.
Manner of Offering	We have entered into an At Market Issuance Sales Agreement, or the sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., on September 15, 2026 relating to the sale of our common stock offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the sales agreement, we may issue and sell shares of our common stock, $0.0001 par value per share, having an aggregate offering price of up to $50.0 million from time to time to or through A.G.P., acting as our agent, under this prospectus supplement. Sales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. See the section entitled “Plan of Distribution” beginning on page S-12 of this prospectus supplement.
Nasdaq Symbol	“LIDR”
Use of Proceeds	We intend to use the net proceeds of this offering to fund working capital and general corporate purposes to support our future growth, which may include research and development, expansion of our commercial and business development activities, including in the aerospace and defense and infrastructure markets, capital expenditures, and general and administrative expenses. See the section entitled “Use of Proceeds” on page S-8 of this prospectus supplement.
Risk Factors	Investing in our common stock involves risks. You should carefully consider the risks described under “Risk Factors” in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein, in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q as well as the other information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus before making a decision to invest in our common stock.

The number of shares of common stock to be outstanding after this offering is based on 46,672,169 shares of common stock outstanding as of September 14, 2026, excluding:

110,532 shares of common stock issuable upon the exercise of outstanding options granted under the 2014 US LADAR Inc. Equity Incentive Plan or the 2016 Stock Plan, with a weighted-average exercise price of $12.29 per share;

3,653,986 shares of common stock available for future issuance under our Amended and Restated AEye, Inc. 2021 Equity Incentive Plan, or the 2021 Equity Incentive Plan;

S-5

4,633,744 shares of common stock underlying restricted stock units, or RSUs, granted pursuant to our 2016 Stock Plan or 2021 Equity Incentive Plan;

48,743 shares of common stock reserved for future issuance under our 2022 Employee Stock Purchase Plan;

368,749 shares of common stock underlying outstanding inducement awards granted under our 2023 CEO Inducement Grant Plan and our 2025 Employment Inducement Incentive Award Plan, and 2,650,000 shares of common stock reserved for future issuance under the 2025 Employment Inducement Incentive Award Plan; and

350,000 shares of common stock issuable upon the exercise of a warrant issued to IGEP Park Place, LLC, the Company’s former landlord, pursuant to a Warrants Agreement, dated May 23, 2025, at an exercise price of $2.22 per share.

S-6

RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider the risks described below, together with the other information in this prospectus supplement and the accompanying base prospectus and the information contained in our other filings with the SEC, including our 2025 Annual Report, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, including our 2026 Quarterly Reports and any Current Reports on Form 8-K, which are incorporated by reference in this prospectus supplement and the accompanying base prospectus in their entirety, together with other information in this prospectus supplement, the accompanying base prospectus, the information and documents incorporated by reference herein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment.

Risks Related to This Offering

A substantial number of shares of our common stock may be sold in this offering, which could cause the price of our common stock to decline and impair our ability to maintain compliance with the continued listing standards of Nasdaq.

In this offering, we may sell up to 40,650,406 shares of our common stock, assuming an offering price of $1.23 per share, which was the last reported sale price of our common stock on Nasdaq on September 14, 2026. This sale and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock on Nasdaq. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

Additionally, the continued listing standards of Nasdaq require, among other things, that we maintain a minimum bid price of $1.00 per share. We have previously received deficiency notices from Nasdaq with respect to the minimum bid price requirement, after which we regained compliance with the minimum bid price requirement. Sales of a substantial number of shares of our common stock under the sales agreement, or the perception that such sales may occur, could depress the market price of our common stock and increase the risk that we fail to satisfy the minimum bid price requirement or other Nasdaq continued listing requirements. If our common stock were delisted from Nasdaq, the liquidity and market price of our common stock, and our ability to raise additional capital, would be materially and adversely affected. See the risk factors relating to the listing of our common stock on Nasdaq included in our 2025 Annual Report and our 2026 Quarterly Reports, all of which are incorporated by reference into this prospectus supplement.

Management will have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively.

While we intend to use the net proceeds of this offering to fund working capital and general corporate purposes, we may not use these proceeds effectively. Our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock to decline.

Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

We cannot predict the effect, if any, that future issuances or sales of our common stock, warrants, or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock pursuant to the sales agreement, or the availability of our securities for future issuance or sale, will have on the market price of shares of our common stock. Issuances or sales of substantial amounts of our common stock, warrants, or debt securities convertible into or exercisable or exchangeable for common stock, including sales of our common stock pursuant to the sales agreement, or the perception that such issuances or sales might occur, could negatively impact the market price of our common stock and the terms upon which we may obtain additional equity financing in the future.

S-7

It is not possible to predict the actual number of shares we will sell under the sales agreement, or the gross proceeds resulting from those sales.

Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to A.G.P. at any time throughout the term of the sales agreement. The number of shares that are sold through A.G.P. after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with A.G.P. in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.

The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.

Because we do not expect to pay cash dividends for the foreseeable future, you must rely on appreciation of our common stock price for any return on your investment. Even if we change that policy, we may be restricted from paying dividends on our common stock.

We do not intend to pay cash dividends on shares of our common stock for the foreseeable future. Accordingly, you will have to rely on capital appreciation, if any, to earn a return on your investment in our common stock.

The market price and trading volume of our common stock may be volatile and could decline significantly.

The stock markets, including Nasdaq on which we list our shares of common stock, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid, and orderly trading market develops and is sustained for our common stock, the market price of our common stock may continue to be volatile and could decline significantly. If the market price of our common stock declines significantly, you may be unable to resell your shares at an attractive price, or at all. We cannot assure you that the market price of our common stock will not fluctuate widely or decline significantly in the future.

You may experience future dilution as a result of future equity offerings or other equity issuances.

We may in the future issue additional shares of our common stock or other securities convertible into or exchangeable for shares of our common stock. We cannot assure you that we will be able to sell shares of our common stock or other securities in any other offering or other transactions at a price per share that is equal to or greater than the price per share paid by investors in this offering. The price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.

S-8

Future sales and issuances of our common stock or other securities might result in significant dilution and could cause the price of our common stock to decline.

To raise capital, we may sell our common stock, convertible securities or other equity securities including warrants in one or more transactions, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering. Additionally, investors purchasing shares or other securities in the future could have rights superior to those of existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into our common stock, in future transactions may be higher or lower than the price per share paid by investors purchasing our common stock. Any sales of additional shares will dilute our stockholders. In addition, the sale of substantial amounts of our common stock could adversely impact its price.

S-9

USE OF PROCEEDS

We may issue and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time under this prospectus supplement and accompanying base prospectus. The amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sales agreement with A.G.P. as a source of financing.

We intend to use the net proceeds from the sale of the securities offered by us pursuant to this prospectus supplement, if any, to fund working capital and general corporate purposes to support our future growth, which may include research and development, expansion of our commercial and business development activities, including in the aerospace and defense and infrastructure markets, capital expenditures, and general and administrative expenses. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds.

The amounts and timing of our actual expenditures will depend on numerous factors, including the progress of the development and commercialization of our technologies and other factors described under “Risk Factors” in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein, as well as the amount of cash used in our operations. We will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

S-10

DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent the public offering price of our common stock equals or exceeds the net tangible book value per share of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.

Our net tangible book value as of June 30, 2026 was approximately $68.3 million, or $1.46 per share of common stock. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock. Dilution represents the difference between the portion of the amount per share paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of common stock immediately after giving effect to this offering.

After giving effect to the assumed sale by us of our common stock in the aggregate amount of $50.0 million in this offering at an assumed offering price of $1.23 per share, which is the last reported sale price of our common stock on Nasdaq on September 14, 2026, and after deducting commissions and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2026 would have been approximately $115.9 million, or $1.33 per share of common stock. This represents an immediate decrease in net tangible book value per share of $0.13 to our existing stockholders and immediate accretion under the assumed public offering price per share of $0.10 to new investors purchasing common stock in this offering. While you will experience immediate accretion under the assumed public offering price of $1.23 per share, if you purchase shares at a price that is above our net tangible book value per share, you will experience immediate dilution.

The following table illustrates these changes in net tangible book value per share as a result of this offering.

Assumed public offering price per share of common stock		$ 1.23
Net tangible book value per share as of June 30, 2026	$ 1.46
Decrease in net tangible book value per share attributable to existing investors	$ (0.13)
As adjusted net tangible book value per share after giving effect to this offering		$ 1.33
Accretion in net tangible book value per share to new investors in this offering		$ 0.10

The table above assumes, for illustrative purposes, that an aggregate of 40,650,406 shares of our common stock are sold pursuant to this prospectus at a price of $1.23 per share, the last reported sale price of our common stock on September 14, 2026, for aggregate net proceeds of approximately $47.6 million, after deducting commissions and estimated aggregate offering expenses payable by us. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number of shares sold and other terms of the offering determined at the time shares of our common stock are sold pursuant to this prospectus. The shares sold in this offering, if any, will be sold from time to time at various prices.

The number of shares of our common stock to be outstanding after this offering is based on 46,672,169 shares of our common stock outstanding as of September 14, 2026 and excludes the following securities issuable as of June 30, 2026:

110,532 shares of common stock issuable upon the exercise of options granted under the 2014 US LADAR Inc. Equity Incentive Plan or the 2016 Stock Plan, with a weighted-average exercise price of $12.29 per share;

3,653,986 shares of common stock available for future issuance under our Amended and Restated AEye, Inc. 2021 Equity Incentive Plan, or the 2021 Equity Incentive Plan;

4,633,744 shares of common stock underlying restricted stock units, or RSUs, granted pursuant to our 2016 Stock Plan or 2021 Equity Incentive Plan;

48,743 shares of common stock reserved for future issuance under our 2022 Employee Stock Purchase Plan;

S-11

To the extent that outstanding stock options or warrants are exercised, outstanding restricted stock units or performance-based restricted stock units are vested, new options or other equity awards are issued under our equity incentive plans, or we issue additional shares of common stock or other equity or equity-based securities in the future, investors purchasing shares in this offering could experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or equity-based securities, the issuance of these securities could result in further dilution to our stockholders.

S-12

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board of Directors deems relevant.

S-13

PLAN OF DISTRIBUTION

We have entered into an At Market Issuance Sales Agreement, or the sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., under which we may issue and sell shares of our common stock under this prospectus supplement having an aggregate gross sales price of up to $50.0 million, from time to time through A.G.P. acting as sales agent, subject to certain limitations, including the number of shares registered under the registration statement to which this offering relates.

The sales, if any, of shares made under the sales agreement and this prospectus supplement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in privately negotiated transactions at market prices, and/or any other method permitted by law. If we and A.G.P. agree on any method of distribution other than sales of shares of our common stock into Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. We may instruct A.G.P. not to sell common stock if the sales cannot be effected at or above the price designated by us from time to time. We or A.G.P. may suspend the offering of common stock being made through A.G.P. under the sales agreement upon proper notice to the other party and subject to other conditions.

A.G.P. will offer our common stock at prevailing market prices subject to the terms and conditions of the sales agreement as agreed upon by us and A.G.P. Each time we wish to issue and sell common stock under the sales agreement, we will notify A.G.P. of the number of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day, any minimum price below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed A.G.P., unless A.G.P. declines to accept the terms of the notice, A.G.P. has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such shares up to the amount specified on such terms.

We will pay A.G.P. a cash commission up to 3.0% of the gross proceeds from each sale of our common stock sold by A.G.P. under the sales agreement. We have also agreed to pay Craig-Hallum, as our financial advisor in connection with this offering, a cash fee of up to 1.0% of the gross proceeds from each sale of our common stock sold under the sales agreement. Because there is no minimum offering amount required as a condition to close this offering, the actual total offering amount, sales commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse A.G.P. for certain specified expenses in connection with this offering, including reasonable out-of-pocket costs and expenses, including legal fees and expenses, in an amount not to exceed (a) $50,000 in the aggregate in connection with the execution and implementation of the sales agreement and (b) up to $5,000 per calendar quarter thereafter pursuant to the terms of the sales agreement, not to exceed $15,000 per any given twelve-month period, in connection with periodic due diligence review conducted by A.G.P. or its representatives in connection with the offering. We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to A.G.P., the financial advisory fee payable to Craig-Hallum, and the reimbursements payable to A.G.P. under the terms of the sales agreement, will be approximately $365,000.

Settlement for sales of shares of our common stock will occur on the first Trading Day or such earlier day as is industry practice for regular-way trading, following the date on which any sales are made, or on some other date that is agreed upon by us and A.G.P. in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and A.G.P. may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

In connection with the sale of the common stock on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to A.G.P. will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under the Securities Act.

The offering of shares of our common stock pursuant to the sales agreement and this prospectus supplement will terminate upon the earliest of (i) the 36-month anniversary of the filing of this prospectus supplement, (ii) the sale of all of our common stock provided for in this prospectus supplement or (iii) termination of the sales agreement as provided therein. We and A.G.P. may each terminate the sales agreement at any time upon 30 days’ prior notice.

S-14

From time to time, A.G.P. and its affiliates may in the future provide various advisory, investment and commercial banking and other financial services for us and our affiliates in the ordinary course of business, for which services they may in the future receive customary fees and commissions. In addition, in the ordinary course of its various business activities, A.G.P. and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. A.G.P. or its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

To the extent required by Regulation M, or other anti-manipulation rules under the Securities Act, A.G.P. will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement. As our sales agent, A.G.P. will not engage in any transactions that stabilize our common stock.

This summary of the material provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales agreement has been filed with the SEC as an exhibit to the Current Report on Form 8-K filed on September 15, 2026, and is incorporated by reference in this prospectus supplement.

This prospectus may be made available in electronic format on a website maintained by A.G.P., and A.G.P. may distribute this prospectus electronically.

Our common stock is listed on Nasdaq under the symbol “LIDR.” On September 14, 2026, the last reported sale price of our common stock on Nasdaq was $1.23 per share.

S-15

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed upon for us by Allen Overy Shearman Sterling US LLP, Houston, Texas. Thompson Hine LLP, New York, New York is counsel for A.G.P. in connection with this offering.

EXPERTS

The consolidated financial statements of AEye, Inc. as of December 31, 2025 and 2024, and for each of the years in the two-year period ended December 31, 2025, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this prospectus supplement. Information that we file with the SEC in the future and incorporate by reference in this prospectus supplement automatically updates and supersedes previously filed information as applicable.

We incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is a part the documents filed by us with the SEC, other than any portion of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules:

our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 18, 2026;

our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, filed with the SEC on May 14, 2026 and August 6, 2026, respectively;

our Definitive Proxy Statement on Schedule 14A for the 2026 Annual Meeting of Stockholders, filed with the SEC on March 30, 2026 (to the extent specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025);

our Current Reports on Form 8-K filed with the SEC on February 11, 2026, May 6, 2026, May 12, 2026, May 15, 2026, June 3, 2026, September 1, 2026 and September 15, 2026; and

the description of our common stock contained in Exhibit 4.8 to our Annual Report on Form 10-K for the year ended December 31, 2025, as subsequently amended or updated for the purpose of updating the description of our common stock.

We also incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is a part all documents (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) filed by us under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus supplement.

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this prospectus supplement, other than exhibits to such documents, unless such exhibits have been specifically incorporated by reference thereto. Requests for such copies should be directed to us at the following address:

S-16

AEye, Inc.

Attn: General Counsel

4670 Willow Road, Suite 125

Pleasanton, CA 94588

(925) 400-4366

Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement and the accompanying base prospectus, or in any other document that is subsequently filed with the SEC and incorporated by reference, modifies, or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus supplement or the accompanying base prospectus, except as so modified or superseded. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or the accompanying base prospectus or in any documents previously incorporated by reference have been modified or superseded.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports; proxy statements; and other information with the SEC under the Exchange Act. Through our website at www.aeye.ai, you may access, free of charge, our filings, as soon as reasonably practical after we electronically file them with or furnish them to the SEC. Other information contained in our website is not incorporated by reference in, and should not be considered a part of, this prospectus supplement or any accompanying base prospectus. Our SEC filings are also available to the public from the SEC’s website at www.sec.gov. The information found on, or otherwise accessible through our website is not incorporated by reference into, and does not form a part of, this prospectus supplement or the accompanying base prospectus or any other document or report we file or furnish with the SEC.

This prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus supplement does not contain all of the information included in the registration statement, including certain exhibits. You may obtain the registration statement and exhibits to the registration statement at our webpage or from the SEC’s website.

S-17

Up to $50,000,000

Common Stock

AEye, Inc.

PROSPECTUS SUPPLEMENT

A.G.P.

September 15, 2026

PROSPECTUS

AEYE, INC.

$200,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

___________________________________

We may offer and sell from time to time common stock, preferred stock, debt securities, warrants, rights and units that include any of these securities. The preferred stock or warrants may be convertible into or exercisable or exchangeable for common or preferred stock or other of our securities registered hereunder. The debt securities may be convertible into, or exercisable or exchangeable for, common stock. Our common stock and public warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LIDR” and “LIDRW,” respectively. On May 18, 2026, the closing price of our common stock was $1.86 per share, and the last reported sales price of our public warrants was $0.03 per warrant.

We may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous or delayed basis.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus. You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein carefully before you invest.

The securities may be offered and sold on a delayed or continuous basis through agents, underwriters or dealers as designated from time to time, through a combination of these methods or any other method as provided in the applicable prospectus supplement. See “Plan of Distribution.” The prospectus supplement will list any agents, underwriters or dealers that may be involved and the compensation they will receive.

___________________________________

You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of our securities. Our business and investment in our securities involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 15, 2026.

___________________________________

Table of Contents

Page

ABOUT THIS PROSPECTUS	i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	4
USE OF PROCEEDS	5
DESCRIPTION OF SECURITIES WE MAY OFFER	6
DESCRIPTION OF CAPITAL STOCK	7
DESCRIPTION OF DEBT SECURITIES	11
DESCRIPTION OF WARRANTS	18
DESCRIPTION OF RIGHTS	19
DESCRIPTION OF UNITS	20
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	24
EXPERTS	24
WHERE YOU CAN FIND MORE INFORMATION	25
INFORMATION INCORPORATED BY REFERENCE	26

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell shares of our common stock, preferred stock, debt securities, warrants, rights and units that include any of the foregoing securities, having an aggregate offering price of up to $200,000,000.

The prospectus supplement may also add to, update, or change the information contained in or incorporated by reference in this prospectus. If information varies between this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement.

This prospectus provides you with a general description of the securities that may be offered pursuant to the registration statement of which this prospectus forms a part. Each time we sell securities pursuant to the registration statement of which this prospectus forms a part, a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part will be provided that contains specific information about the terms of that offering and the securities being sold in that offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information” and “Information Incorporated by Reference.”

We have not authorized anyone to provide you with any information or to make any representations other than those contained in or incorporated by reference into this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment, and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations, and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any post-effective amendment, or any prospectus supplement may involve estimates, assumptions, and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment, and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein contain forward-looking statements. All statements other than statements of historical facts contained in this prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “believe,” “continue,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “predict,” “plan,” “may,” “should,” “will,” “would,” “potential,” “seem,” “seek,” “outlook,” “target,” “contemplate,” or the negative of these terms or other similar expressions that predict or indicate future events or trends, or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. The forward-looking statements in this prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein speak only as of the date of this prospectus, any accompanying prospectus supplement, and the documents incorporated by reference herein, as applicable. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties, and assumptions described under the section in this prospectus titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following: