SEC Form DEF 14A filed by AEye Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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AEYE, INC.

(Name of Registrant as Specified in Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Fellow Stockholder,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AEye, Inc. (“AEye,” the “Company,” “we,” or “our”), which will be held on May 12, 2026, at 8:30 a.m., Pacific Time, at our corporate headquarters located at 4670 Willow Road, Suite 250, Pleasanton, California. At our Annual Meeting you will be asked to vote on five proposals recommended by our Board of Directors. Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting. The proposals to be voted on at our Annual Meeting are listed in the attached “Notice of Annual Meeting of Stockholders.”

2025 was a defining year for AEye. Throughout the year we executed on a range of initiatives that demonstrate that our technology, business model, and balance sheet position us as one of the most innovative companies in the lidar industry and with a strong foundation from which we can achieve significant and consistent growth. I want to share an update on where we stand today and the momentum we are carrying into 2026.

We closed the year fully prepared for commercial execution. Full year 2025 revenue increased 15% over 2024 to $233,000, our commercial pipeline has now grown to over 700 current prospects, and our active customer count increased to 16 — up from 12 when we reported Q3 results in November 2025. We strengthened our balance sheet, ending 2025 with nearly $90 million in cash — positioning us to fund our growth strategy over the coming years and accelerate commercialization.

I am pleased to share more details below on the significant achievements we delivered in 2025:

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Accelerated Commercial Traction:   We have grown our customer base to 16 active customers, with engagement expanding across smart infrastructure, mobility, defense, rail, intelligent transportation systems, and commercial vehicles. Our commercial pipeline now exceeds 700 current prospects, and we are advancing several commercial discussions that stem from successful proof-of-concept engagements, many of which now include clear pathways toward higher-volume commitments.

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Secured Major Transportation OEM Selection:   Apollo™ was chosen by a leading global transportation OEM in a milestone program representing a potential $30 million revenue opportunity, with revenue expected to begin in late 2026 and spanning over the next two to three years, validating Apollo’s™ industry-leading one kilometer range for long-range safety applications.

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Launched STRATOS™, Our Third-Generation Sensor:   At CES 2026, we introduced STRATOS™, an ultra-long-range sensor delivering up to a 1.5 kilometer detection range and resolution greater than twice that of our flagship product, Apollo™. Like Apollo™, STRATOS™ is packaged in a smartphone-sized form factor that fits behind the windshield. STRATOS™ is a value multiplier for our software-defined architecture, built on the Apollo™ platform without requiring a hardware redesign, and is designed to meet the demands of high-performance sectors like rail and defense where optimized range is critical.

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Defense Shipments Underway:   We moved beyond evaluation to active shipments with a leading U.S. defense contractor for UAV wire detection, reinforcing Apollo’s™ ability to identify small, lethal hazards at extreme ranges, which allows for high speed travel. We are seeing sustained momentum in the defense sector, with ongoing repeat orders and expanding relationships with major defense partners.

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Deepened NVIDIA Partnership:   At CES 2026, we demonstrated Apollo™ lidar with the NVIDIA DRIVE AGX Thor™ platform, the future centralized brain of NVIDIA-equipped autonomous vehicles, after previously fully integrating Apollo™ into the NVIDIA DRIVE AGX Orin™ platform, and most recently, we joined the NVIDIA Halos AI Systems Inspection Lab to deliver perception solutions that meet the highest standards of functional safety.

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Expanded OPTIS™ Ecosystem:   Our physical AI platform, OPTIS™, powered by NVIDIA Jetson Orin™, continues to transform legacy infrastructure by providing a turnkey vision-to-action pipeline. We expanded this ecosystem through strategic partnerships with Flasheye for ITS and airport security, Blue-Band for smart city traffic management, Black Sesame Technologies for high-speed rail, and most recently Vueron for dynamic perception required by moving vehicles such as rail and trucks. Together, these partnerships are turning technological opportunities into actionable revenue pipelines.

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Selected as GM-Sponsored WinTOR Lidar Partner:   Apollo™ was chosen as the lidar platform for WinTOR, a GM-sponsored all-weather autonomy research project at the University of Toronto, where a world-class team backed by General Motors, LG Electronics, Applanix, Navtech, and the Ontario Research Fund is advancing next-generation perception systems capable of operating safely in heavy rain and snow, further validating Apollo’s™ one kilometer performance in demanding real-world conditions.

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Secured Industrial-Scale Manufacturing:   Through our global Tier-1 manufacturing partner LITEON Technology Corp., we have secured dedicated manufacturing capacity of up to 60,000 Apollo™ units annually, supported by a strategic investment from a globally recognized institutional investor. Our supply chain is globally diversified, giving us the flexibility and resiliency to mitigate geopolitical risks and shifting trade policies.

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Strengthened Financial Foundation:   We ended the year with $86.5 million in cash, cash equivalents, and marketable securities, providing operational runway well into 2028. We have fully repaid our 2025 convertible note and eliminated legacy warrants, leaving us virtually debt-free. Our full-year cash burn was $29.0 million — and by leveraging Tier-1 manufacturing partners instead of investing in capital intensive internal manufacturing infrastructure, we continue to maintain a burn rate up to 12 times lower than our peers.

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These accomplishments position AEye as a resilient leader in a lidar industry undergoing intense consolidation. While capital-intensive models have faltered, our capital-light approach is proving to be a critical and differentiating factor in all of our conversations with partners and customers.

Looking Ahead

I am exceptionally proud of how far the team advanced AEye over the course of 2025. We launched a product suite that redefines industry benchmarks, executed on our commercialization strategy, kept spending under rigorous control, and built a financial foundation offering the long-term stability that partners in our sector require and value. Looking ahead, I am energized about the opportunities before us as we build on our momentum through initiatives that continuously enable and expand our commercial reach.

As we move into 2026, our priorities are clear:

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Convert our growing pipeline and successful engagements into firm volume commitments and a durable revenue ramp.

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Scale Apollo™, STRATOS™, and OPTIS™ across high-value verticals including defense, rail, ITS, smart infrastructure, and commercial vehicles.

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Broaden automotive OEM penetration via Apollo’s™ unique behind-the-windshield integration capabilities.

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Accelerate our progress in physical AI leadership through the OPTIS™ platform and expanded software ecosystem.

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Maintain disciplined financial and operational execution, with expected 2026 cash burn in the range of $30 million to $35 million.

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AEye’s leadership team and Board remain focused on strategic, disciplined execution and are committed to the long-term success of the company. With the technological lead we have with Apollo™, the recent

 

 

introductions of OPTIS™ and STRATOS™, the industrial scale capability with LITEON Technology Corp., and a strong balance sheet providing runway that extends well into 2028, we have everything in place to scale commercially across multiple industries.

The opportunities ahead of us are significant, and we are well-positioned to execute.

Thank you for your continued confidence in AEye.

Sincerely,

Matthew Fisch

Chairman and Chief Executive Officer

March 30, 2026

YOUR VOTE IS IMPORTANT

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, on or about March 30, 2026, we expect to electronically deliver or mail to all stockholders copies of this Proxy Statement, our Annual Report on Form 10-K for our fiscal year ended December 31, 2025, and a proxy card, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement, proxy card, and the other Annual Meeting materials are available on the internet at www.proxyvote.com using the control number located on your proxy card or in the instructions that accompanied your proxy materials. A copy of our 2025 Annual Report and Proxy Statement are also available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

Whether or not you plan to attend our Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF AEYE, INC.

​	Proposals	​	​	Items of Business	​	​	Board Voting Recommendation	​	​	Page Reference	​
​	1	​	​	To elect two (2) Class II directors, Matthew Fisch and Doron Simon, each to hold office until our Annual Meeting of Stockholders in 2029 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal	​	​	“FOR” each nominee	​	​	23	​
​	2	​	​	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026	​	​	“FOR”	​	​	24	​
​	3	​	​	To approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan	​	​	“FOR”	​	​	26	​
​	4	​	​	To approve, on an advisory and non-binding basis, the compensation of our named executive officers	​	​	“FOR”	​	​	36	​
​	5	​	​	To determine, on an advisory and non-binding basis, on how frequently the stockholders will be provided a “say-on-pay” vote, either every one, two or three years	​	​	ONE YEAR	​	​	37	​
​	6	​	​	To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof	​	​	​	​	​	​	​

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​	Electronically via the Internet	​	​	By telephone	​	​	By completing and returning the proxy card or voting instruction card if you requested paper proxy materials	​

 

 

By order of the Board of Directors,

Andrew S. Hughes

Executive Vice President, General Counsel & Corporate Secretary

March 30, 2026

Cautionary Note Regarding Forward-Looking Statements

The information in this Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements. You should not rely on forward-looking statements as predictions of future events. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, particularly in Part I, Item 1A titled “Risk Factors,” and the risks discussed in our other Securities and Exchange Commission, or SEC, filings. We undertake no obligation to update the forward-looking statements after the date of this Proxy Statement, except as required by law.

 

 

Table of Contents

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Proxy Summary

AEye at a Glance

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Disruptive Technology Software-defined and designed to be upgradable for future requirements, including EV subscription-based programs, without changing hardware High performance patented bistatic architecture allows separate transmit and receive channels enabling intelligence to be introduced at the point of acquisition Modular design and unique sensor-based operating system take advantage of innovation and reduce cost Proven solid-state reliability even in the toughest conditions Significant intellectual property portfolio protects technological leadership position

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Directors at a Glance

 

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General Information

The Annual Meeting

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AEye, Inc. (“AEye,” the “Company,” “we,” “us,” or “our”) will take place on May 12, 2026, at 8:30 a.m., Pacific Time, at our corporate headquarters located at 4670 Willow Road, Suite 250, Pleasanton, California.

You may vote by telephone, over the Internet, or by completing, signing, dating, and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Voting Rights

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, you are considered the “stockholder of record,” with respect to those shares. The proxy materials will be sent to you by mail directly by us. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at our Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. As a beneficial owner of shares, you are also invited to attend our Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at our Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

Only holders of the Company’s common stock (“common stock”) as recorded in our stock register at the close of business on March 23, 2026, may vote at our Annual Meeting. On March 23, 2026, there were 45,345,919 shares of common stock issued and outstanding. As of the date of this proxy statement, the Company has not issued any shares of its preferred stock. Each share of common stock is entitled to one vote per share on any matter submitted to a vote of our stockholders.

Items of Business

There are five matters scheduled for a vote:

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Proposal 1: To elect two (2) Class II directors, Matthew Fisch and Doron Simon, each to hold office until our Annual Meeting of Stockholders in 2029 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal;

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Proposal 2: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Proposal 3: To approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan;

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Proposal 4: To approve, on an advisory and non-binding basis, the compensation of our named executive officers; and

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Proposal 5: To determine, on an advisory and non-binding basis, how frequently stockholders will be provided a “say-on-pay” vote, either every one, two, or three years.

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Aside from (i) the election of directors, (ii) the ratification of the appointment of our independent registered public accounting firm, (iii) the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan, (iv) the approval, on an advisory and non-binding basis, of the compensation of our named executive officers, and (v) the determination, on an advisory and non-binding basis, of the frequency stockholders will be provided a “say-on-pay” vote, the Company’s Board of Directors (the “Board of Directors” or the “Board”) knows of no other matters to be presented at our Annual Meeting. If any other matter is properly brought before our Annual Meeting, shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

Voting Recommendation of the Board

The Board recommends that you vote your shares:

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“For” the election of two (2) Class II directors, Matthew Fisch and Doron Simon, each to hold office until our Annual Meeting of Stockholders in 2029 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal;

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“For” the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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“For” the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan;

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“For” the approval, on an advisory and non-binding basis, the compensation of our named executive officers; and

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“For” the frequency of the advisory vote on executive compensation to be set at one year.

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How to Vote

You may vote “For All,” “Withhold All,” or “For All Except” with respect to each nominee to the Board. For Proposal 2, Proposal 3, and Proposal 4, you may vote “For,” “Against,” or abstain from voting. For Proposal 5, you may vote for “one year,” “two years,” “three years,” or abstain from voting.

If you are a stockholder of record as of the Record Date, you may vote at our Annual Meeting (i) by attending our Annual Meeting, or (ii) by proxy, (x) over the Internet at www.proxyvote.com, (y) by phone by calling 1-800-690-6903, or (z) by signing and returning the proxy card in the enclosed envelope. Whichever method you use, giving us your proxy means you authorize us to vote your shares at our Annual Meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representative named in the proxy will vote your shares in favor of the director nominees identified in this proxy statement and for Proposal 2, Proposal 3, Proposal 4, and one year for Proposal 5.

Whether or not you plan to attend our Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend our Annual Meeting and vote during our Annual Meeting if you have already voted by proxy.

If you are a beneficial owner and hold shares through another party, such as a bank or brokerage firm, you may receive material from them asking how you want to vote. Simply follow the instructions to ensure that your vote is counted. To vote at our Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with the notice, or contact your broker, bank, or other agent.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, MAIL, OR TELEPHONE. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A “LEGAL PROXY” FROM YOUR BROKERAGE FIRM, BANK, TRUSTEE, OR OTHER NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING.

 

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You may receive more than one set of proxy materials depending on how you hold your shares. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope.

Revoking a Proxy

A stockholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet, or by delivering to the Corporate Secretary of the Company at 4670 Willow Road, Suite 125, Pleasanton, CA 94588, a revocation of the proxy in writing so that it is received by the Company prior to the date of the Annual Meeting. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at our Annual Meeting, by attending the meeting and voting during the meeting.

Solicitation

These proxy materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to stockholders on or about March 30, 2026. In addition to this delivery, the Company’s employees or directors may solicit proxies personally, electronically, or by telephone.

The Company pays the cost of preparing, assembling, printing, mailing, distributing, and making available these proxy materials and soliciting votes. We also reimburse brokers and other nominees for their expenses in sending these materials to you and obtaining your voting instructions. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet service providers, which must be borne by the stockholder.

Dissenters’ Rights

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this proxy statement.

Votes Required

The vote required for Proposal 1, for the election of directors by stockholders, shall be the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative “for” votes will be elected. As a result, any shares not voted “for” a particular nominee, whether as a result of a “withhold” vote or a “broker non-vote” ​(as defined below), will not be counted in such nominee’s favor and will have no effect on the outcome of the election.

Approvals of Proposals 2, 3, 4, and 5 require the affirmative vote of the holders of a majority of the voting power of the shares of stock present or represented by proxy at our Annual Meeting and entitled to vote on the subject matter. An abstention will have the same effect as a vote against the proposal because an abstention represents a share considered present and entitled to vote.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct. If you do not give instructions for Proposal 2, to ratify the appointment of the Company’s independent registered public accounting firm, the broker may vote your shares at its discretion on this Proposal. For Proposal 1, the election of directors, Proposal 3, the approval of additional shares for our 2021 Equity Incentive Plan, Proposal 4, the approval, on an advisory and non-binding basis of the compensation of our named executive officers, and Proposal 5, the determination, on an advisory and non-binding basis, on how frequently stockholders will be provided a “say-on-pay” vote, the

 

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broker cannot vote your shares without your instructions. When that happens, it is called a “broker non-vote.” Broker non-votes are counted in determining the presence of a quorum at the meeting, but the broker will not have discretionary voting power on Proposal 1, Proposal 3, Proposal 4, or Proposal 5 without your instructions.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means that the holders of record of one-third of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at our Annual Meeting must be represented at our Annual Meeting, either by proxy or present at our Annual Meeting.

Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, one-third of the voting power of the outstanding shares of such class or series or classes or series, present at our Annual Meeting or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

Stockholder Proposals for the 2027 Annual Meeting of Stockholders

Stockholders who, in accordance with Rule 14a-8 of the Exchange Act, wish to present proposals at our 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and wish to have those proposals included in the proxy materials to be distributed by us in connection with our 2027 Annual Meeting must submit their proposals to the Company at the physical address provided below on or before December 8, 2026. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, in order for such proposal to be eligible for inclusion in our 2027 proxy statement.

In accordance with our Bylaws, in order to be properly brought before the 2027 Annual Meeting, regardless of inclusion in our proxy statement, notice of a matter a stockholder wishes to present, including any director nominations, must be delivered to the Company at the physical address provided below, not less than 90 nor more than 120 days prior to the first anniversary date of this year’s annual meeting, which would be no earlier than January 12, 2027 and no later than February 11, 2027. If, however the date of the meeting is advanced by more than 30 days, or delayed by more than 60 days, from the anniversary date of this year’s annual meeting, notice by the stockholder to be timely must be delivered not earlier than 90 days prior to the 2027 Annual Meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or 10th day following the day on which public announcement of the date of such meeting is first made by the us. The stockholder must also provide all of the information required by our Bylaws.

Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with Rule 14a-19 under the Exchange Act. Accordingly, such stockholders must provide the Company with the notice required under Rule 14a-19 no later than 60 days prior to the anniversary of the date of the Company’s 2026 Annual Meeting, which would be no later than March 13, 2027.

AEye, Inc.
Corporate Secretary
4670 Willow Road, Suite 125
Pleasanton, CA 94588

 

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Delivery of Full Set of Proxy Materials

Although in the past we have mailed just a notice to our stockholders regarding the availability of proxy materials through the Internet, for this Annual Meeting, we have elected to use the “full set delivery” option, and so we are providing full copies of proxy materials to all our stockholders. Our proxy materials are also available via the Internet at www.proxyvote.com.

 

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Board of Directors

Our Director Board of Directors

The following sets forth certain information, as of March 23, 2026, and certain other information for each of the directors with terms expiring at our Annual Meeting (who are also nominees for election as a director at our Annual Meeting) and for each of the continuing directors.

Class II Director Nominees:

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Current director whose term expires at the 2026 Annual Meeting. Mr. Fisch has been nominated for election at the 2026 Annual Meeting for a term expiring at the 2029 Annual Meeting.

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*

Current director whose term expires at the 2026 Annual Meeting. Mr. Simon has been nominated for election at the 2026 Annual Meeting for a term expiring at the 2029 Annual Meeting.

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**

Current director whose term will expire at the 2026 Annual Meeting. Mr. Dussan is not nominated for election at the 2026 Annual Meeting.

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Continuing Class III Directors with Term Expiring at the 2027 Annual Meeting:

 

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Continuing Class I Directors with Term Expiring at the 2028 Annual Meeting:

 

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Composition of Our Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Our Board currently consists of seven (7) directors. Pursuant to our Bylaws, the number of directors is fixed by our Board from time to time. Mr. Dussan’s term as a director will expire at the 2026 Annual Meeting and he is not standing for re-election. Effective immediately following the 2026 Annual Meeting, the Board will consist of six (6) directors.

Our Board of Directors is divided into three classes, with each director serving a three-year term, and one class being elected at each year’s annual meeting of stockholders. If elected at the 2026 Annual Meeting, Matthew Fisch and Doron Simon will serve as Class II directors with terms expiring at the 2029 annual meeting. Prof. Dr. Bernd Gottschalk and Jonathon B. Husby serve as Class III directors with a term expiring in 2027 and Timothy J. Dunn and Sue E. Zeifman serve as Class I directors with a term expiring in 2028.

Board Meeting Quorum Requirements

Our Amended and Restated Bylaws (the “Bylaws”) provides that a majority of the total number of directors then in office will constitute a quorum.

During the fiscal year ended December 31, 2025, the Board met five (5) times. In 2025, each director attended at least 75% of the aggregate of the total number of Board meetings and committee meetings on which he or she then served.

We encourage our directors to attend our annual meetings of stockholders and believe that attendance at annual meetings is just as important as attendance at Board and committee meetings. At our 2025 annual meeting, all of our directors were present, other than Prof. Dr. Gottschalk.

Board Committees

The composition, duties, and responsibilities of our committees are as set forth below. As of December 31, 2025, the standing committees of our Board of Directors consisted of an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Strategic Financing and M&A Committee. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

 

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As of the date of this proxy statement, the chair and members of each committee are identified in the following table.

C = Committee Chair

M = Member

* = Lead Independent Director

Our Audit Committee met four (4) times in 2025. Our Audit Committee is responsible for, among other matters:

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reviewing the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

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reviewing our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

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reviewing our financial risk and control procedures, compliance programs and significant tax, legal, and regulatory matters;

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approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

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having the sole discretion to annually appoint our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm; and

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reviewing and approving in advance any proposed related party transactions.

​

4  Meetings in 2025

 

16 /​ 2026 Proxy Statement

 

Our Audit Committee consists of Timothy J. Dunn, Prof. Dr. Bernd Gottschalk, and Jonathon B. Husby, with Mr. Dunn chairing this Committee. Rule 10A-3 of the Exchange Act and the NASDAQ rules require us to have an Audit Committee composed entirely of independent directors. Our Board of Directors has affirmatively determined that each of Mr. Dunn, Prof. Dr. Gottschalk, and Mr. Husby all meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of the Nasdaq Stock Market. Our Board of Directors has determined that each director appointed to the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Dunn is our Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

Our Compensation Committee met six (6) times in 2025. Our Compensation Committee is responsible for, among other matters:

•

reviewing, modifying, and approving (or if it deems appropriate, making recommendations to our Board of Directors regarding) our overall compensation strategy and policies;

​

•

reviewing and recommending to our Board of Directors the salaries, benefits, and equity incentive grants provided to our chief executive officer and directors;

​

•

reviewing and approving the salaries, benefits, and equity incentive grants provided to our executive officers, other than our chief executive officer;

​

•

reviewing and approving corporate goals and objectives relevant to executive officer compensation, evaluating executive officer performance in light of those goals and objectives, and determining executive officer compensation based on that evaluation;

​

•

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, and any other compensatory arrangements for our executive officers;

​

•

overseeing our compensation and employee benefit plans; and

​

•

administering our Dodd-Frank Clawback Policy and make all determinations as to the amount and method of recovery for the “clawback” of compensation as set forth in the Company’s Dodd-Frank Clawback Policy.

​

6  Meetings in 2025

 

2026 Proxy Statement /​ 17

 

Our Compensation Committee consists of Timothy J. Dunn, Jonathon B. Husby, and Sue E. Zeifman, with Ms. Zeifman chairing this Committee. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

Our Board has determined that each of Mr. Dunn, Mr. Husby, and Ms. Zeifman meet the definition of “independent director” for purposes of serving on the Compensation Committee under the corporate governance standards of the Nasdaq Stock Market. No member of our Compensation Committee is or has been one of our officers or employees, and none have any relationship with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee, or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

In accordance with its charter, the Compensation Committee has the authority to engage outside consultants to assist in the performance of its duties and responsibilities. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

In 2025, the Compensation Committee retained the services of Compensia, Inc. (“Compensia”) as its external compensation consultant to advise on executive and director compensation matters, including our overall compensation program design and the collection of market data for our compensation programs for our executives and members of our Board of Directors. Our Compensation Committee has assessed Compensia’s independence and concluded that the engagement of Compensia did not raise any conflict of interest.

Our Nominating and Corporate Governance Committee met four (4) times in 2025. Our Nominating and Corporate Governance Committee is responsible for, among other matters:

•

reviewing the performance of our Board of Directors and making recommendations to our Board of Directors regarding the selection of candidates, qualification, and competency requirements for service on our Board of Directors, and the suitability of proposed nominees as directors;

​

•

advising our Board of Directors with respect to the corporate governance principles applicable to us; and

​

•

overseeing the evaluation of our Board of Directors and management.

​

4  Meetings in 2025

 

18 /​ 2026 Proxy Statement

 

Our Nominating and Corporate Governance Committee consists of Prof. Dr. Bernd Gottschalk and Sue E. Zeifman, with Prof. Dr. Gottschalk chairing this Committee. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

Our Board has determined that each of Prof. Dr. Gottschalk and Ms. Zeifman meet the definition of “independent director” for purposes of serving on the Nominating and Corporate Governance Committee under the corporate governance standards of the Nasdaq Stock Market.

Our Strategic Financing and M&A Committee met thirteen (13) times in 2025. Our Strategic Financing and M&A Committee was established in April 2024 and is responsible for, among other things:

•

reviewing, discussing, and recommending strategic financing or other strategic initiatives that may be proposed by management from time to time.

​

13  Meetings in 2025

Our Strategic Financing and M&A Committee consists of Timothy J. Dunn, Jonathon B. Husby, and Doron Simon, with Mr. Husby chairing this Committee.

 

2026 Proxy Statement /​ 19

 

CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

With respect to the roles of Chairperson of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our Board of Directors is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Our Corporate Governance Guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate.

DIRECTOR INDEPENDENCE

Our Board of Directors has undertaken a review of the independence of our directors and considered whether any such director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our Board of Directors has determined that each of Timothy J. Dunn, Prof. Dr. Bernd Gottschalk, Jonathon B. Husby, and Sue E. Zeifman is an “independent director,” as defined under the rules of NASDAQ.

RISK OVERSIGHT

Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

ANTI-HEDGING POLICY

All of our officers, directors, and employees and certain consultants specified by our management are prohibited from engaging in hedging transactions relating to our stock. Additionally, spouses, minor children, and any other family member sharing the same household as the foregoing, as well as any other account, trust, or entity over which the foregoing may make or influence investment decisions, whether or not the securities are held directly or indirectly, are similarly prohibited from engaging in such hedging transactions.

INSIDER TRADING

Our insider trading policy governs the purchase, sale, and other dispositions of our common stock and other securities by our directors, executive officers, employees, and any member of his or her immediate family living in his or her household. The insider trading policy prohibits employees from trading in Company securities when they have material, non-public information about the Company. Additionally, the policy prohibits employees from trading in the securities of other public companies about which the employee learns material, non-public information through his or her employment with the Company.

In addition to the above restrictions, our insider trading policy requires that our directors and Section 16 officers pre-clear every transaction involving Company securities with the Company’s general counsel. Pre-clearance obligations apply to all transactions in company securities, including gifts. Additionally, directors, officers, and certain other employees are prohibited from trading in Company securities during certain blackout periods.

Our insider trading policy also prohibits hedging transactions in Company securities by all officers and directors. Hedging transactions include, for example, prepaid variable contracts, equity swaps, “costless

 

20 /​ 2026 Proxy Statement

 

collars,” and other transactions that are designed to hedge or offset any decrease in the market value of Company securities. Additionally, our insider trading policy prohibits pledging transactions by directors and executive officers.

The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, a copy of which can be found as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of our Compensation Committee is or has been one of our officers or employees and none has any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee, or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers, and employees. A copy of which is available on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

DIRECTOR NOMINATIONS

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board. The Nominating and Corporate Governance Committee will ensure that our Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Our Board is responsible for selecting the nominees for election to our Board.

DIRECTOR SELECTION

Our Nominating and Corporate Governance Committee shall recommend to our Board criteria for Board and committee membership, which shall include a description of any specific, minimum qualifications that our Nominating and Corporate Governance Committee believes must be met by a nominee, and a description of any specific qualities or skills believed to be necessary for one or more of the Company’s directors to possess. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to our Board for approval.

STOCKHOLDER RECOMMENDATIONS

Our Nominating and Corporate Governance Committee is responsible for reviewing all stockholder nominations and determining whether the nomination and nominee satisfy all applicable eligibility requirements. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to AEye, Inc., Attention: Corporate Secretary, 4670 Willow Road, Suite 125, Pleasanton, CA 94588.

CORPORATE GOVERNANCE GUIDELINES

We are committed to adhering to corporate governance practices that meet applicable U.S. corporate governance standards. Our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties,

 

2026 Proxy Statement /​ 21

 

director compensation, director orientation and continuing education, evaluation of senior management, and management succession planning.

The full text of our Corporate Governance Guidelines may be viewed on the “Investor Relations” section of our principal corporate website at https://www.aeye.ai.

BOARD SELF-ASSESSMENT

The Board anticipates that it will conduct, and that the Nominating and Corporate Governance Committee will oversee, an annual self-evaluation to determine whether our Board is functioning effectively. Our Board will periodically consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.

In addition, our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Strategic Financing and M&A Committee, each plan to conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

EXECUTIVE SESSIONS OF INDEPENDENT BOARD MEMBERS

Our Corporate Governance Guidelines provide that our non-employee directors meet in executive session at least four times per year, with no members of management or non-independent directors present.

COMMUNICATING WITH OUR DIRECTORS

Our Board welcomes communications from Company stockholders and all other interested parties, and it is the policy of the Company to facilitate such communication. Our Board generally believes it is in the Company’s best interests that designated members of management speak on behalf of the Company. Stockholders and other interested parties wishing to communicate with our Board or with an individual Board member concerning the Company may do so by writing to our Board or to a particular Board member, by mailing such correspondence to AEye, Inc., c/o Corporate Secretary, 4670 Willow Road, Suite 125, Pleasanton, CA 94588.

Please indicate on the envelope or in the email whether the communication is from a stockholder or other interested party. Our Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward such communication to our Board or the individual Board members, as appropriate, if such communications are deemed relevant to the Board’s roles and responsibilities. Our Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers, and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the U.S. Securities and Exchange Commission (“SEC”) and NASDAQ by certain deadlines. Based on a review of Section 16 filings with respect to our Company made during or with respect to the portion of the year ended December 31, 2025 during which Section 16(a) was applicable to such persons, we believe that each of our directors, executive officers, and 10% stockholders were in compliance with the filing requirements applicable to them, except for one untimely report on Form 4 for Mr. Tierney (related to a single transaction), filed on August 15, 2025. The Form 4 was filed late due to an inadvertent administrative error, which was promptly corrected.

 

22 /​ 2026 Proxy Statement

 

Proposal 1

If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until a successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. For details regarding the qualifications and the specific experiences, qualifications, and skills of each of our director nominees, see “Board of Directors — Our Board of Directors” on page 8.

The Company representatives named in the proxy intend to vote for the election of each of the director nominees above, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board of Directors.

Vote Required for Approval

Approval of Proposal 1 requires a plurality of the votes cast with respect to each director nominee. This means that the two director nominees receiving the highest number of affirmative “FOR” votes will be elected. Proposal 1 is a non-routine matter under applicable exchange rules, and therefore brokers, banks, and other nominees do not have authority to vote on Proposal 1 without instructions from the beneficial owner.

 

2026 Proxy Statement /​ 23

 

Proposal 2

​

Our Board of Directors recommends that you vote “FOR” the Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2026.

​

​

For the Year Ended December 31,

​

​

2025

​

​

2024

​

​

Audit fees

​

​

​

$

908,828

​

​

​

​

$

875,500

​

​

​

Audit-related Fees

​

​

​

$

275,000

​

​

​

​

$

—

​

​

​

Total

​

​

​

$

1,183,828

​

​

​

​

$

875,500

​

​

Audit Fees

These amounts represent fees of KPMG for the audit of our annual consolidated financial statements, the review of condensed consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S. jurisdictions require.

Audit-related Fees

These amounts represent fees and expenses related to work performed in connection with registration statements, including the issuance of a comfort letter.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee reviews the independence of our independent registered public accounting firm on an annual basis and has determined that KPMG is independent. In addition, the Audit Committee pre-approves all work and fees that are performed by our independent registered public accounting firm.

 

24 /​ 2026 Proxy Statement

 

Vote Required For Approval

Approval of Proposal 2 requires the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions are considered shares present and entitled to vote on this proposal and, thus, will have the same effect as a vote “AGAINST” this proposal.

 

2026 Proxy Statement /​ 25

 

Proposal 3

​

Our Board of Directors Recommends that you Vote “FOR” the Approval of the Equity Plan Amendment to add Shares to our 2021 Equity Incentive Plan.

​

On March 10, 2026, our Board of Directors approved the Equity Plan Amendment, subject to stockholder approval. If stockholders approve this proposal, the Equity Plan Amendment will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, the Equity Plan Amendment will not take effect and the 2021 Equity Plan will continue in effect in its present form and we will continue to grant awards under the terms of such plan until the shares remaining available for issuance are exhausted.

The remainder of this discussion, when referring to the 2021 Equity Plan, refers to the amended 2021 Equity Plan as if this proposal is approved by our stockholders, unless otherwise specified or the context otherwise references the 2021 Equity Plan prior to the Equity Plan Amendment.

Our continuing ability to offer equity incentive awards under the 2021 Equity Plan is critical to our ability to attract, motivate, and retain qualified personnel. The Equity Plan Amendment is essential to meet our forecasted needs in respect of equity incentives.

Corporate Governance Best Practices:

The 2021 Equity Plan provides for the following good corporate governance practices:

•

Stockholder approval is required for any repricing of options or stock appreciation rights;

​

•

Administered by a committee comprised of independent directors;

​

•

No automatic single-trigger vesting upon a change in control;

​

•

Specific limits on total director compensation; and

​

•

No dividends will be paid on any unvested award until the award vests.

​

The Equity Plan Amendment is necessary to promote our long-term success and the creation of stockholder value by:

•

Enabling us to continue to attract and retain the services of key employees who would be eligible to receive grants;

​

•

Aligning participants’ interests with the interests of stockholders through incentives that are based upon the performance of our common stock;

​

•

Motivating participants, through equity incentive awards, to achieve long-term growth in our business, in addition to short-term financial performance; and

​

 

26 /​ 2026 Proxy Statement

 

•

Providing a long-term equity incentive program that is competitive with those at companies with which we compete for talent.

​

As of March 23, 2026, there are 401,785 shares of common stock available for issuance under the 2021 Equity Plan prior to giving effect to the performance stock units (the “PSUs”) granted in February 2026. The remaining shares available for issuance under the 2021 Equity Plan are insufficient to preserve our ability to attract and retain capable officers, employees, directors, and consultants. We face intense competition in recruiting high-quality personnel, and in retaining our employees. The 2021 Equity Plan, as amended by the Equity Plan Amendment, would authorize a total of 7,151,785 shares of our common stock for grants to participants.

In February 2026, the Compensation Committee awarded a cumulative total of 1,248,427 PSUs to our named executive officers and another employee. In connection with the February 2026 PSU grants, the Compensation Committee adopted new award terms providing for cash settlement if insufficient shares are available at the time of vesting. If stockholders do not approve the Equity Plan Amendment, the Compensation Committee may make further cash-supported equity grants as it deems appropriate under the circumstances. The Company previously sought stockholder approval to increase the share reserve under the 2021 Equity Plan, which our stockholders did not approve.

We anticipate that the remaining shares will be fully allocated as grants to our directors and employees, including our named executive officers, for purposes of retention and to reward exceptional performance during the 2026 fiscal year.

The Board of Directors continues to believe that stock-based incentives are an important factor in attracting, retaining, and awarding officers, employees, directors, and consultants and closely aligning their interests with those of our stockholders.

Our Board of Directors believes that increasing the number of shares available for issuance under the 2021 Equity Plan by 6,750,000 shares is consistent with our compensation philosophy (and with responsible compensation policies generally) and will preserve our ability to attract and retain capable officers, employees, directors, and consultants. Our Board of Directors believes that the number of shares currently available for issuance under the 2021 Equity Plan is not sufficient in view of our compensation structure and strategy. Our Board of Directors adopted the Equity Plan Amendment to ensure that we can operate effectively in our recruitment efforts and create incentives for the retention of employees and other service providers, by granting the equity awards authorized under the 2021 Equity Plan to employees, directors, and key consultants at levels determined to be appropriate by the Compensation Committee.

The approval of the Equity Plan Amendment would allow us to remain competitive with comparable companies in our industry by giving us the resources to attract and retain talented individuals. The Equity Plan Amendment would also provide us with additional flexibility to use equity, cash, and other incentive awards to attract, retain, and motivate talented employees, officers, directors, and consultants.

A summary of the material terms of the 2021 Equity Plan is set forth below and is qualified in its entirety by reference to the full text of the 2021 Equity Plan, as amended by the Equity Plan Amendment, which is attached to this Proxy Statement as Annex A.

Description of the 2021 Equity Plan

The material features of the 2021 Equity Plan are described below. The following description of the 2021 Equity Plan is a summary only and is qualified in its entirety by reference to the complete text of the 2021 Equity Plan, which is attached as Annex A to this proxy statement and marked to show the changes described herein in Section 4.1 thereof. Additions to the 2021 Equity Plan are indicated by double underlines. Stockholders are urged to read the actual text of the 2021 Equity Plan in its entirety.

Purpose

The purpose of our 2021 Equity Plan is to advance our interests and the interests of our stockholders by providing an incentive to attract, retain, and reward personnel for performing services for the Company and by motivating personnel to contribute to our growth and profitability.

 

2026 Proxy Statement /​ 27

 

Types of Awards

The terms of our 2021 Equity Plan provide for the grant of RSU awards, incentive stock options (within the meaning of Section 422 of the Code), nonstatutory stock options, SARs, restricted stock awards, restricted stock, bonuses, performance units, performance shares, cash-based awards, and other stock-based awards.

Shares Available for Awards

Shares issued under our 2021 Equity Plan will consist of authorized but unissued or reacquired shares of common stock. No fractional shares of common stock will be delivered under our 2021 Equity Plan.

The following shares of common stock will become available again for issuance under our 2021 Equity Plan: (i) any shares subject to a stock award that are not issued because such stock award expired or was canceled or terminated without all of the shares covered by such stock award having been exercised or settled in full; (ii) any shares subject to any portion of a stock award that is settled in cash; (iii) any shares issued pursuant to a stock award that are forfeited back to or repurchased for an amount not greater than the award’s purchase price by us; (iv) any shares reacquired by us or withheld in satisfaction of tax withholding obligations on a stock award; and (v) any shares reacquired by us or withheld as consideration for the exercise price of a stock option.

Non-Employee Director Compensation Limit

Under our 2021 Equity Plan, the annual compensation awarded to any of our non-employee directors during each calendar year, including both shares subject to stock awards granted under our 2021 Equity Plan or otherwise and any cash fees paid to such non-employee director during any calendar year may not exceed $750,000 in total value, or $1 million for the calendar year in which a non-employee director is first elected to our Board of Directors (calculating the value of any such stock awards based on the grant date fair market value of such stock awards for financial reporting purposes). Such limitation on non-employee director stock awards does not apply to any cash retainer fees, including cash retainer fees converted into equity awards at the election of the non-employee director, expense reimbursements, or distributions from any deferred compensation program applicable to the non-employee director.

Administration

Our 2021 Equity Plan will continue to be administered by our Board of Directors and its Compensation Committee. Our Board of Directors and its Compensation Committee may each be considered to be a “Plan Administrator” for purposes of our 2021 Equity Plan. Subject to the terms of our 2021 Equity Plan, the Plan Administrator has full and final power and authority to make all determinations and take all actions with respect to our 2021 Equity Plan or any award as Plan Administrator may deem advisable to the extent not inconsistent with the provisions of our 2021 Equity Plan or applicable law, including: determine the recipients of awards, the types of awards to be granted, the number of shares of common stock subject to or the cash value of awards, the terms and conditions of awards granted, and the criteria to be satisfied by participants as a condition to receipt of performance awards under our 2021 Equity Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise price of stock options and stock appreciation rights granted under our 2021 Equity Plan.

Amendment and Termination

The Plan Administrator may at any time amend our 2021 Equity Plan or any outstanding award and may at any time terminate or suspend our 2021 Equity Plan as to future grants of awards, provided that the Plan Administrator may not, without the affected award recipient’s consent, alter the terms of our 2021 Equity Plan so as to materially adversely affect a participant’s rights under an award. Consistent with any applicable law, regulation, or rule, including the rules of any stock exchange, our 2021 Equity Plan requires stockholder approval of

 

28 /​ 2026 Proxy Statement

 

certain material revisions to our 2021 Equity Plan, including: (a) an increase in the maximum aggregate number of shares of common stock that may be issued under our 2021 Equity Plan (except by operation of the provisions of our 2021 Equity Plan relating to changes in our capital structure), (b) a change in the class of persons eligible to receive incentive stock options, or (c) or as otherwise required by applicable law, regulation, or rule. No awards may be made under our 2021 Equity Plan following the ten (10) year anniversary of the earlier of the date that our Board of Directors or our stockholders originally approved our 2021 Equity Plan, but previously granted awards may continue in accordance with their terms beyond that date unless earlier terminated by the Plan Administrator.

Eligibility

All of our (including our subsidiaries) employees, non-employee directors, officers, and consultants are eligible to participate in our 2021 Equity Plan and may receive all types of awards, other than incentive stock options.

Incentive stock options may be granted under our 2021 Equity Plan only to our employees (including officers) and employees of our subsidiary corporations (as determined in accordance with Section 422 and Section 424 of the Code). As of March 23, 2026, we had six non-employee directors and approximately 60 employees who would be eligible to receive awards under our 2021 Equity Plan.

Terms and Conditions of Awards

All Awards

Generally, the Plan Administrator will determine the terms of all awards under our 2021 Equity Plan, including the vesting and acceleration of vesting of awards, provisions for the withholding of taxes, and payment of amounts in lieu of cash dividends or other cash distributions with respect to our common stock subject to awards.

Awards Requiring Exercise

Incentive stock options and, except as otherwise provided in the applicable award agreement, nonqualified stock options, may not be transferred other than by will or the laws of descent and distribution, and during an employee’s lifetime may be exercised only by the employee or the employee’s guardian or legal representative. Upon the cessation of a participant’s employment with us, an award requiring exercise will cease to be exercisable and will terminate and all other unvested awards will be forfeited, except that:

•

All stock options and SARs held by the participant which were exercisable immediately prior to the participant’s termination of service with us other than for Cause (as defined in our 2021 Equity Plan) will, except as otherwise set forth in the option award agreement, remain exercisable for the lesser of (i) three (3) months, or (ii) the period ending on the latest date such stock option or SAR could have been exercised;

​

•

All stock options and SARs held by the participant which were exercisable immediately prior to the participant’s termination of service with us due to death will remain exercisable for the lesser of (i) the one-year period ending with the first anniversary of the participant’s termination, or (ii) the period ending on the latest date on which such stock option or SAR could have been exercised (provided that a participant’s service will be deemed to have terminated due to death if the participant dies within three (3) months (or such other period provided by the participant’s award agreement) after the participant’s termination of service); and

​

•

All stock options and SARs held by a participant which were exercisable immediately prior to the participant’s termination of service with us due to Disability (as defined in our 2021 Equity Plan) will remain exercisable for the lesser of (i) the one (1) year period ending with the first anniversary of the participant’s termination, or (ii) the period ending on the latest date on which such stock option or SAR could have been exercised.

​

 

2026 Proxy Statement /​ 29

 

The exercise price (or base value from which appreciation is to be measured) of each award requiring exercise will be 100% of the fair market value of the common stock subject to such award, as determined on the effective date of the grant, or such higher amount as the Plan Administrator may determine; provided that incentive stock options granted to participants who own our stock and possess more than ten percent (10%) of the total combined voting power of all classes of our stock or any parent corporation, subsidiary corporation, or affiliate (a “Ten Percent Holder”) must have an exercise price per share not less than 110% of the fair market value of a share of our common stock on the effective date the incentive stock option is granted. Fair market value will be determined by the Plan Administrator consistent with the applicable requirements of Section 409A of the Code.

Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant. Incentive stock options granted to a Ten Percent Holder will have a maximum term not to exceed five (5) years from the date of grant.

Effect of a Change in Control

In the event of a Change in Control each outstanding award shall be subject to the definitive agreement entered into by us in connection with the Change in Control.

The Equity Incentive Plan defines a “Change in Control” as the occurrence of any one or a combination of the following:

(i)

any “person” becomes the “beneficial owner,” directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total fair market value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the effective date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a participating company, or (E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or

​

(ii)

a transaction in which the stockholders of the Company immediately before the transaction do not retain immediately after the transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of directors; or

​

(iii)

a date specified by the “committee” following approval by the stockholders of a plan of complete liquidation or dissolution of the Company;

​

provided, however, that a Change in Control shall be deemed not to include a transaction in which a majority of the members of the Board of Directors of the continuing, surviving, or successor entity, or parent thereof, immediately after such transaction is comprised of incumbent directors.

However, in certain instances, the term “Change in Control” may be given a more limited meaning. If an amount treated as nonqualified deferred compensation within the meaning of Section 409A of the Code would become payable under the Plan upon, or on a date specified in relation to, a change in control event, that event must qualify as a change in the ownership or effective control of the Combined Entity or in the ownership of a substantial portion of the assets of the Combined Entity within the meaning of Section 409A.

 

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Changes in and Distributions with Respect to Our Common Stock

In the event of a merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change affecting our common stock, or in the event of payment of a dividend or distribution to our stockholders in a form other than common stock (excepting regular, periodic cash dividends) that has a material effect on the fair market value of shares of our stock, the Plan Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under our 2021 Equity Plan, to the maximum number of shares that may be issued upon the exercise of incentive stock options, to the maximum number of shares that may be issued with respect to stock options that are not incentive stock options, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards then outstanding or subsequently granted, and to any exercise price or purchase price relating to awards in order to prevent dilution or enlargement of participants’ rights under our 2021 Equity Plan.

Effect of Section 280G and Section 4999 of the Code in Connection with a Change in Control

If any acceleration of vesting pursuant to an award granted under our 2021 Equity Plan and any other payment or benefit received or to be received by a participant in our 2021 Equity Plan would subject the participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment, or benefit as an “excess parachute payment” under Section 280G of the Code, then, provided such election would not subject the participant to taxation under Section 409A, the participant may elect to reduce the amount of any acceleration of vesting called for under the award in order to avoid such characterization.

Clawback Policy

The Plan Administrator may specify in any award agreement that an award granted under our 2021 Equity Plan and the participant’s rights, payments, and benefits with respect to such award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events may include, but are not limited to, termination of the participant’s service for Cause (within the meaning of our 2021 Equity Plan) or any act by the participant, whether before or after termination of service, that would constitute Cause for termination of service, or any accounting restatement due to material noncompliance with any financial reporting requirements of securities laws as a result of which, and to the extent that, such reduction, cancellation, forfeiture, or recoupment is required by applicable securities laws. In addition, awards granted under our 2021 Equity Plan are subject to our Dodd-Frank Clawback Policy and to any other applicable law, stock exchange listing standard, or policy adopted by us.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise, and vesting of awards under our 2021 Equity Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local, or payroll tax considerations. This summary further assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Stock Options. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or upon vesting or exercise of those options. However, the spread at exercise may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the

 

2026 Proxy Statement /​ 31

 

difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming the holding period is satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the incentive stock option or the disposition of the shares acquired on exercise of the option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to individuals designated in those Sections. Finally, if incentive stock options (granted under all of our stock plans, including our 2021 Equity Plan) first become exercisable by a participant in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock options in respect of those excess shares will be treated as non-qualified stock options for federal income tax purposes.

No income will be realized by a participant upon grant or vesting of an option that does not qualify as an incentive stock option (a “non-qualified stock option”). Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same excess amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain individuals designated in those Sections. In the event of a sale of shares received upon the exercise of a non-qualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.

SARs. No income will be realized by a participant upon grant or vesting of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain individuals designated in those Sections.

Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture (i.e., the vesting date), the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for restricted stock forfeited subsequently required to be returned to us. (Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act.) We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain individuals designated in those Sections.

RSUs. A participant will not be subject to tax upon the grant or vesting of a RSU award. Rather, upon the delivery of shares or cash pursuant to a RSU award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain individuals designated in those Sections.

 

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2021 Equity Plan Aggregate Outstanding Grants and New Benefits

As of March 23, 2026, outstanding awards under our 2021 Equity Plan are held by, or approved to be granted to, the following named individuals and groups:

On March 23, 2026, the closing price of our common stock was $2.17. There are six non-employee directors and approximately 60 employees who are eligible to receive awards under our 2021 Equity Plan. Because the Compensation Committee determines which non-employee directors and employees will receive awards under our 2021 Equity Plan and the types and amounts of those awards, it is not possible at present to specify the persons to whom awards will be granted in the future or the amounts and types of individual grants. However, it is anticipated that, among others, all of our current executive officers, including our named executive officers, will receive restricted stock unit and performance share unit awards under our 2021 Equity Plan.

(1)

Does not include 834,724 performance stock units granted on February 11, 2026, that will settle in cash to the extent shares are unavailable at the time the performance conditions are satisfied.

​

(2)

Does not include 121,229 performance stock units granted on February 9, 2026, that will settle in cash to the extent shares are unavailable at the time the performance conditions are satisfied.

​

(3)

Does not include 208,713 performance stock units granted on February 9, 2026, that will settle in cash to the extent shares are unavailable at the time the performance conditions are satisfied.

​

Effective Date; Term

If the Equity Plan Amendment is approved by our stockholders, the share increase to our 2021 Equity Plan will be effective immediately. No award will be granted under our 2021 Equity Plan on or after the tenth anniversary of the earlier of our 2021 Equity Plan being initially approved by our Board of Directors or our stockholders. Any award outstanding under our 2021 Equity Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms.

Vote Required for Approval

Approval of Proposal 3 requires the affirmative vote of a majority of the votes cast by our stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting. Abstentions are considered shares present and entitled to vote on this proposal and, thus, will have the same effect as a vote “AGAINST” this proposal. Brokers do not have authority to vote on Proposal 3 without instructions from the beneficial owner.

 

2026 Proxy Statement /​ 33

 

Equity Compensation Plan Information

The table below provides information relating to our equity compensation plans, including individual compensation arrangements, under which our common stock is authorized for issuance as of December 31, 2025, as adjusted for stock splits:

​

(1)

Represents 454,199 shares of common stock issuable upon the settlement of outstanding restricted stock units granted under the 2021 Equity Plan as of December 31, 2025. As of March 23, 2026, no stock options had been issued under the 2021 Equity Plan.

​

(2)

To the extent that outstanding awards under the 2021 Equity Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will be available for future issuance under the 2021 Equity Plan. In addition, the number of shares of common stock reserved for issuance under the 2021 Equity Plan were increased by 1,355,097 shares after December 31, 2025, representing 3% of the common stock issued and outstanding as of December 31, 2025, and will be cumulatively increased on each January 1 hereafter, through and including January 1, 2031, by a number of shares of common stock of up to 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31. The number here does not reflect the increase in shares available for grant occurring after December 31, 2025.

​

(3)

Represents 118,363 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2025 under the 2016 Stock Plan. To the extent that outstanding awards under the 2016 Stock Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will not be available for future issuance under the 2016 Stock Plan or any other equity plan.

​

(4)

No further shares of common stock will be issued under the 2016 Stock Plan.

​

(5)

Represents 4,559 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2025 under the 2014 US LADAR Inc. Equity Incentive Plan. To the extent that outstanding awards under the 2014 US LADAR Inc. Equity Incentive Plan are forfeited, canceled, reacquired by the Company, satisfied without the issuance of shares of common stock, or are otherwise terminated (other than by exercise or vesting), such shares subject to such awards will not be available for future issuance under the 2014 US LADAR Inc. Equity Incentive Plan or any other equity plan.

​

(6)

No further shares of common stock will be issued under the 2014 US LADAR Inc. Equity Incentive Plan.

​

 

34 /​ 2026 Proxy Statement

 

(7)

Represents the number of shares available for issuance as of December 31, 2025 under the Employee Stock Purchase Plan. In addition, the number of shares of common stock reserved for issuance under the 2022 Employee Stock Purchase Plan were increased by 451,699 shares after December 31, 2025, representing 1% of the common stock issued and outstanding as of December 31, 2023, and will be cumulatively increased on each January 1 hereafter, through and including January 1, 2032, by a number of shares of common stock of up to 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31. The number here does not reflect the increase in shares available for grant occurring after December 31, 2025.

​

(8)

Represents shares reserved for issuance by the Board of Directors under the AEye, Inc. 2025 Employment Inducement Incentive Award Plan.

​

 

2026 Proxy Statement /​ 35

 

Proposal 4

​

Our Board of Directors Recommends that you Vote “FOR” the Approval, on an Advisory and Non-binding Basis, of the Compensation of our Named Executive Officers.

​

Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects our performance, job complexity, and strategic value of the position, while ensuring long-term retention, motivation, and alignment with the long-term interests of our stockholders. We encourage you to carefully review the “Executive Compensation — Elements of Executive Compensation” section for additional details on the Company’s executive compensation.

We are asking you to indicate your support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Named Executive Officers of AEye, Inc., as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables, and narrative discussion set forth in the 2026 Proxy Statement, is hereby approved.”

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action because of the vote and when making future compensation decisions for our NEOs.

Vote Required for Approval

Approval of Proposal 4 will be obtained if the number of votes of our common stock cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.

 

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Proposal 5

​

Our Board of Directors Recommends that you Vote the “ONE YEAR” Say-on-Frequency Choice set out in the Proxy Card.

​

We are presenting the following proposal, which gives you, as a stockholder, the opportunity to inform us as to whether you wish us to hold an advisory and non-binding vote on executive compensation once every year, 2 years, or 3 years, or you may abstain from voting on the proposal.

After careful consideration, our Board has concluded that providing stockholders with an advisory vote on executive compensation every year is the most appropriate policy for us at this time and recommends stockholders vote for future advisory votes on executive compensation to occur every year. Voting every year, rather than every 2 or 3 years, will provide stockholders with the opportunity to provide regular feedback regarding our compensation program. An annual vote will provide us with a more frequent evaluation of our compensation program and allow us to respond effectively to stockholder input, engage with stockholders to understand and respond to prior voting results, and implement appropriate changes to our program. In addition, an annual vote will allow us to evaluate the effectiveness of our compensation program and any changes made to the program on a regular basis.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on our Board of Directors. Stockholders will be able to specify one of four choices for this proposal on the proxy card: (i) one year, (ii) two years, (iii) three years, or (iv) abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, our Board and our Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

 

2026 Proxy Statement /​ 37

 

Vote Required for Approval

For the advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve the compensation paid to the Company’s named executive officers, the option among the choices that receives the votes of the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting voting for or against the choices will be deemed to be the frequency preferred by the stockholders. In the event that no option receives a majority of the votes as described in the immediately preceding sentence, the Company will consider the option that receives the most votes cast to be the frequency preferred by our stockholders.

 

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Audit Committee Report

The Audit Committee’s general role is to assist the Board in monitoring the Company’s financial reporting process and related matters. The Audit Committee’s specific responsibilities are set forth in its charter. The Audit Committee acts only in an oversight capacity and relies on the work and assurances of management, who have primary responsibility for our financial statements, as well as the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles.

In fulfilling these responsibilities, the Audit Committee ratified the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ended December 31, 2025, and reviewed with KPMG their audit scope and plan. In reaching its recommendation, the Audit Committee considered the qualifications of KPMG and has received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed its independence with members of KPMG.

The Audit Committee has reviewed the Company’s consolidated financial statements for its fiscal year ended December 31, 2025, and met with our management team, as well as with representatives of KPMG, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements. The Audit Committee also discussed with members of KPMG the matters required to be discussed by the applicable requirements of the PCAOB, including Auditing Standard No. 1301.

Based on the review and discussions described above, the Audit Committee has recommended to the Board of Directors that the Company’s audited consolidated financial statements for its fiscal year ended December 31, 2025 be included in its Annual Report on Form 10-K for its 2025 fiscal year and filed with the SEC.

Members of the Audit Committee

The information contained in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

 

2026 Proxy Statement /​ 39

 

EXECUTIVE AND DIRECTOR COMPENSATION

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The following tables and accompanying narrative disclosure describes the compensation program for our named executive officers (“NEOs”) and directors.

Compensation Philosophy

In 2021, following the completion of the Company’s SPAC merger with CF Finance Acquisition Corp. III, the Compensation Committee retained Compensia, Inc. (“Compensia”), an independent compensation consultant, to assist the Committee with developing a compensation philosophy for the Company. After discussion with Compensia and management, the Committee resolved to target the 75th percentile when setting the compensation for our Board of Directors and our NEOs.

Following the 2021 engagement with Compensia, the Committee consulted with Compensia on a limited basis but made no changes to the compensation philosophy for our Board of Directors nor for our NEOs based on those consultations. Furthermore, by 2024, the shares reserved for issuance under our 2021 Equity Plan were deemed insufficient to grant equity to the members of our Board and NEOs. To mitigate the situation, our Board determined that they would receive the value of their equity grants in cash. For NEOs, other than the use of the remaining equity to offset the cash earned under our short-term incentive plans, no equity grants were provided. As the lack of equity grants to our NEOs significantly impacted their respective total compensation, in 2025, the Committee again engaged Compensia to undertake an analysis of compensation paid to our Board and NEOs.

Following consultation with Compensia, the Committee decided to modify the target compensation for NEOs to the 50th percentile beginning in 2026 and recognized the retention risk caused by the lack of equity grants in 2024 and 2025. The Compensia report, based on the peer group adopted by our Committee, found that in 2023, 2024, and 2025, the total direct compensation for our CEO was at approximately the 96th, 15th, and 30th percentiles, respectively, and for our other NEOs, Compensia found that in 2023, 2024, and 2025, the total direct compensation was, on average, at approximately the 34th, 33rd, and 36th percentiles, respectively, as shown in the chart below.

 

40 /​ 2026 Proxy Statement

 

* Compensation percentiles were estimated based on the limited data set provided by Compensia, Inc.

 

2026 Proxy Statement /​ 41

 

Executive Officers

The following sets forth certain information regarding our named executive officers, determined in accordance with SEC rules, for the year ended December 31, 2025.

The biography for Matthew Fisch is provided above in “Board of Directors — Our Board of Directors” on page 8.

 

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Executive Compensation

This section sets forth the compensation of our principal executive officer and our other two most highly compensated executive officers for the fiscal year ended December 31, 2025 (our “NEOs”). Our NEOs are:

 

2026 Proxy Statement /​ 43

 

Summary Compensation Table

The following table sets forth the compensation of our officers who served as NEOs for our fiscal year ended December 31, 2025.

​

(1)

Amounts represent the grant date fair value of RSUs granted during the fiscal year shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB Topic 718”). For 2025, each of the stock awards consist of grants of RSUs granted pursuant to the 2021 Equity Plan. Terms of the RSUs are summarized in “Elements of Executive Compensation — Equity Awards In Fiscal Year 2025,” below. The fair value of each RSU is measured based on the closing price of our common stock on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

​

(2)

Represents amounts earned under our annual cash bonus program for the year indicated (see “Elements of Executive Compensation — Annual Cash Bonus,” below).

​

(3)

Represents the items listed below, as applicable for each NEO for the fiscal year indicated:

​

Mr. Fisch: (a) Company 401K matching contribution of $17,500 for 2025 and $17,250 for 2024; (b) housing allowance of $72,000 for 2025; (c) gym reimbursement of $375 for 2025 and $342 for 2024; and (d) a retention bonus of $500,000 in 2024.

Mr. Hughes: (a) Company 401K matching contribution of $17,500 for 2025 and $17,250 for 2024; and (b) a retention bonus of $385,000 in 2024.

Mr. Tierney: (a) Company 401K matching contribution of $17,500 for 2025 and $17,250 for 2024; (b) gym reimbursement of $276 for 2025 and $336 for 2024; and (c) a retention bonus of $330,000 in 2024.

(4)

Effective January 1, 2026, Mr. Tierney’s annual base salary was increased to $361,000.

​

 

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Elements of Executive Compensation

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective executive team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability. The base salary paid to each of our NEOs for 2025 is set forth in the “Summary Compensation Table,” above. Effective January 1, 2026, Mr. Tierney’s base salary was increased to $361,000 to better align his compensation with the market.

Annual Cash Bonus

We provide our NEOs with short-term incentive compensation through an annual cash bonus program. The annual cash bonus program holds the NEOs accountable to business objectives, rewards the NEOs based on actual business results, and helps sustain a “pay for performance” culture. For fiscal year 2025, the annual bonus targets were set by our Compensation Committee as follows: for Mr. Fisch, 100% of his base salary; for Mr. Hughes, 65% of his base salary; and for Mr. Tierney, 65% of his base salary.

At the beginning of 2025, our Compensation Committee, on the recommendation of management, set corporate goals and objectives for the year. In early 2026, our Compensation Committee, based on management’s recommendation, determined that management had achieved a score of 93% against the corporate goals for 2025. However, because of the overachievement of certain goals the Compensation Committee deemed critical in 2025, the Compensation Committee recommended, and the Board of Directors ratified, a multiplier on the achievement score and therefore, each of Messrs. Fisch, Hughes, and Tierney received 186% of their bonus target. Amounts earned by each NEO for fiscal year 2025 under the annual cash bonus program are set forth in the “Summary Compensation Table,” above.

Equity Awards In Fiscal Year 2025

During fiscal year 2024, none of our NEOs received an award of equity, however, in early 2025, each of our NEOs received an award of restricted stock units (“RSUs”) from our 2021 Equity Plan in recognition of the achievement under the Company’s short-term incentive compensation program for 2024 and was awarded equity in lieu of a portion of the cash payment earned under the short-term incentive compensation program for 2024. In addition to a cash payment, Mr. Fisch received an award of 351,500 RSUs, Mr. Hughes received an award of 58,700 RSUs, and Mr. Tierney received an award of 150,800 RSUs. All of these RSUs vested, in full, as of February 15, 2025. Because these awards were awarded as part of the short-term incentive compensation for 2024, the value of each such award was reflected in the “Summary Compensation Table,” last year in the 2024 fiscal year. Because the awards were made in 2025, the presentation has been corrected to reflect those awards in the 2025 fiscal year in the “Summary Compensation Table,” above. There were no other equity awards provided to our NEOs in fiscal year 2025.

Restricted Stock Units

Other than as mentioned above, during 2025, none of our NEOs received equity awards primarily due to the fact that at our annual meetings in 2024 and 2025 our stockholders did not approve management’s request to add additional shares to our 2021 Equity Plan and therefore, there were insufficient shares in the 2021 Equity Plan to grant equity to our NEOs. In early 2026, however, equity awards were granted to our NEOs.

On February 11, 2026, Mr. Fisch received an award of 834,724 time-based RSUs, vesting equally over 12 consecutive quarters commencing on February 15, 2026, and an award of 834,724 performance-based RSUs (the “PSUs”) that vest in increments of one-third (1/3) of the total PSUs granted when the closing price of the Company’s common stock, as reported by NASDAQ (or other recognized national exchange on which the Company’s common stock is then traded) achieves each of the following milestones: (i) meets or exceeds an average of $3.00 per share; (ii) meets or exceeds an average of $4.00 per share; and (iii) meets or exceeds an average of $5.00 per share (in all cases as adjusted for any stock splits or other corporate actions) over any five (5) consecutive trading days. To the extent that there are an insufficient number of shares in the 2021

 

2026 Proxy Statement /​ 45

 

Equity Plan on the vesting date, the PSUs will be settled in cash based on the five-day trailing average of the Company’s closing price as reported on NASDAQ. If the performance condition is not satisfied prior to December 31, 2030, any PSUs not vested by that date will be forfeited in their entirety.

On February 9, 2026, Mr. Hughes received an award of 121,229 time-based RSUs, vesting equally over four consecutive quarters commencing on February 15, 2026, and an award of 121,229 PSUs.

On February 9, 2026, Mr. Tierney received an award of 208,713 time-based RSUs, vesting equally over four consecutive quarters commencing on February 15, 2026, and an award of 208,713 PSUs.

The Company generally intends to grant annual equity awards pursuant to our 2021 Equity Plan to senior management, including our NEOs.

 

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Employment Arrangements With Our NEOs

Other than a standard Employee Proprietary Information and Invention Agreement (“EPIIA”) that is signed by each of our employees at the commencement of their employment, including our NEOs, we generally do not maintain employment agreements with our NEOs. Each NEO is employed on at “at-will” basis.

We have entered into change in control severance agreements with each of our NEOs, which provide for payment of benefits only upon a qualifying termination in connection with a change in control (i.e., a “double trigger” severance). In general, upon a qualifying termination following a change in control, an NEO would be entitled to 1.5 times annual base salary and target bonus, prorated target bonus for the year in which the separation from service occurred, accelerated vesting of all granted but unvested equity awards, and paid health insurance premiums for 18 months from the separation of service.

 

2026 Proxy Statement /​ 47

 

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2025.

​

(1)

The market value of each unvested restricted stock unit is based on the closing price of our common stock on December 31, 2025, which was $1.84.

​

(2)

9,375 RSUs were scheduled to vest on February 15, 2026, with the remainder vesting in equal quarterly installments thereafter, subject to continued service.

​

(3)

These RSUs were scheduled to vest on February 15, 2026.

​

 

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Director Compensation

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.

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(1)

Mr. Simon joined our Board of Directors effective April 29, 2025.

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Director Compensation in 2025

All of our non-employee directors are compensated for their services in accordance with our non-employee director compensation policy that went into effect in 2021, as described below.

Mr. Fisch, as an employee director, does not receive any additional compensation for his services as a director.

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director is eligible to receive the following cash compensation (as applicable) for his or her service on our Board of Directors and its committees:

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$50,000 annual cash retainer for service as a Board member, plus, effective as of August 2024, Board members receive an additional $175,000 annually, paid quarterly, in lieu of equity compensation (as discussed in more detail below);

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•

$60,000 additional cash retainer for service as the non-executive chair of our Board of Directors, or an additional cash retainer of $50,000 for service as our lead independent director;

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•

$10,000 annual cash retainer for service as a member of the Audit Committee and $20,000 annual cash retainer for service as chair of the Audit Committee (in lieu of the committee member service retainer);

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•

$7,500 annual cash retainer for service as a member of the Compensation Committee and $15,000 annual cash retainer for service as chair of the Compensation Committee (in lieu of the committee member service retainer);

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•

$5,000 annual cash retainer for service as a member of the Nominating and Corporate Governance Committee and $10,000 annual cash retainer for service as chair of the Nominating and Corporate Governance Committee (in lieu of the committee member service retainer); and

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•

$8,750 annual cash retainer for service as a member of the Strategic Financing and M&A Committee and $17,500 annual cash retainer for service as chair of the Strategic Financing and M&A Committee (in lieu of the committee member service retainer).

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The annual cash compensation amounts are payable in equal quarterly installments and are earned on the first day of each calendar quarter in which the service occurred.

Equity Compensation

Each new non-employee director who joined our Board of Directors on or after October 27, 2023 was eligible to receive a one-time RSU award having a value of $175,000 (the “Initial RSU Grant”), vesting in three equal annual installments following the grant date. On the date of each annual meeting of our stockholders, each non-employee director previously received an RSU award having a value of $175,000 (the “Annual RSU Grant”), provided that the non-employee director had served for a minimum of six months prior to the date of the annual meeting of stockholders. Each Annual RSU Grant vested in full on the earlier of (1) the date of the following annual meeting of our stockholders or (2) the first anniversary of the date of grant, subject to the non-employee director’s continued service through the applicable vesting date. The number of shares for the Initial RSU Grant and Annual RSU Grant are determined by dividing the stated dollar value of the award by the five-day average closing price of our stock during the five trading days prior to the date of grant.

In May 2024, the Board modified the compensation for non-employee directors, such that effective immediately non-employee directors were no longer entitled to the Initial RSU Grant nor the Annual RSU Grant. In addition, non-employee directors no longer had the ability to elect equity in lieu of cash compensation. The primary reason for the Board’s decision was based on the limited number of shares available for issuance under the 2021 Equity Plan, which was exacerbated when stockholders did not authorize additional shares for the 2021 Equity Plan at the 2024 and 2025 annual meetings of stockholders. The elimination of equity compensation for non-employee directors significantly impacted their total compensation and, in August 2024, to offset this

 

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impact, the Board increased the cash component of non-employee director compensation by $175,000 per year, payable quarterly, with the first quarterly payment of $43,750 being made to each non-employee director for the third quarter of 2024.

Reimbursement of Expenses

In addition to the compensation outlined above, we will reimburse each eligible non-employee director for reasonable out of pocket travel expenses to cover in-person attendance at and participation in meetings of our Board of Directors and any committee of the Board of Directors.

Compensation Risk Assessment

The Compensation Committee has reviewed the Company’s compensation policies and practices and does not believe they create risks that are reasonably likely to have a material adverse effect on the Company. In conducting this review, the Compensation Committee considered, among other things, the design of the Company’s incentive programs, performance objectives, and payout limits, and the governance and oversight processes applicable to compensation decisions.

 

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Retirement Plan and Employee Benefits

All of our U.S. employees are eligible to participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance, and a 401(k) plan with Company contributions. Our NEOs are eligible to participate in these plans on the same basis as our other employees and do not participate in executive level benefit programs. Other than our 401(k) plan, we do not sponsor or maintain any deferred compensation or retirement plans. The Company contributions to the 401(k) plan on behalf of each NEO in fiscal year 2025 are included in the “Summary Compensation Table” above under the column “All Other Compensation.”

 

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Termination and Change in Control Provisions

Employment Agreements with our NEOs

A description of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, is set forth in “Employment Agreements with our NEOs”, above.

 

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Pay Versus Performance

In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid and certain performance measures for the fiscal years ended December 31, 2025, 2024, and 2023. For purposes of this disclosure, “compensation actually paid” (“CAP”) is calculated in accordance with SEC rules and differs from the total compensation reported in the Summary Compensation Table (the “SCT”). During the covered period, the Company had more than one principal executive officer; Table 1 therefore presents separate SCT totals and CAP amounts for each individual who served as the principal executive officer (the “PEO”) during the applicable fiscal year. Cumulative total stockholder return (“TSR”) is calculated assuming an initial investment of $100 in our common stock on December 31, 2022 and reinvestment of dividends (if any). Net income (loss) is presented for each applicable fiscal year as reported in our consolidated financial statements.

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Narrative to the Pay versus Performance Table

As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v) of Regulation S-K. To view the data that our Compensation Committee finds most valuable in designing and administering our executive compensation program, see our disclosures under the “Executive Compensation — Elements of Executive Compensation” section of this proxy statement, which describe in detail how our current pay practices reflect our pay philosophy.

The following provides a description of the relationship between the CAP for our PEO and the average CAP of our Non-PEO named executive officers and the performance measures disclosed in the above table.

 

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Relationship between CAP and the Company’s Cumulative TSR for FY 2023 — 2025

The following graphic illustrates the relationship of the CAP received by our PEO and other NEOs in 2023, 2024, and 2025 to the Company’s Cumulative TSR.

Relationship between CAP and Company Net Loss over FY 2023 — 2025

The following graphic illustrates the relationship of the CAP received by our PEO and other NEOs in 2023, 2024, and 2025 to the Company’s Net Loss.

 

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All information provided above under the “Pay Versus Performance Disclosures” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

 

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Certain Relationships and Related Party Transactions

The following includes a summary of transactions since January 1, 2024 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of  $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled “Executive Compensation.”

Indemnification Under Certificate of Incorporation and Bylaws; Indemnification Agreements

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our Bylaws. In addition, our Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty.

We have also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Policy Regarding Related Party Transactions

Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on NASDAQ. The purpose of the policy is to describe the procedures used to identify, review, approve, and disclose, if necessary, any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) we were, are, or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a related person has or will have a direct or indirect material interest, in each case, other than compensation arrangements approved by our Board of Directors. For purposes of the policy, a related person is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of us or a nominee to become a director, (b) any person who is known to be the beneficial owner of more than 5% of our voting securities, (c) any immediate family member of any of the foregoing persons sharing the same household as such person, or (d) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. Our Audit Committee reviews and approves, or ratifies, each related party transaction, taking into account whether the terms are comparable to those that would be obtained in an arm’s length transaction, the extent of the related person’s interest, and other relevant factors. If advance approval of a related party transaction is not feasible, then the transaction may be preliminarily entered into by management upon prior approval by the General Counsel, subject to ratification by our Audit Committee at its next regularly scheduled meeting. No director may participate in approval of a related party transaction for which he or she is a related person.

 

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the common stock as of March 23, 2026, by:

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each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the common stock;

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•

each Named Executive Officer, director, and director nominee of the Company; and

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•

all current executive officers and directors of the Company, as a group.

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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person or entity has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 45,345,919 shares of common stock issued and outstanding as of March 23, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to equity awards held by the person that are currently exercisable, or would be exercisable or would vest based on service-based vesting conditions within 60 days of March 23, 2026. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock and preferred stock.

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*

Less than 1%.

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(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o AEye, Inc., 4670 Willow Road, Suite 125, Pleasanton, CA 94588.

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(2)

Consists of 83,886 shares of common stock held of record by Mr. Dunn, 950 shares of common stock held of record by the Dunn Family Trust U/A/D 7/10/2001, for which Mr. Dunn serves as a trustee, and options to purchase 620 shares of common stock.

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(3)

Consists of 3,493 shares of common stock held of record by Mr. Dussan, 134,132 held by the Luis Dussan Trust A U/A/D 5/18/2022, for which Mr. Dussan is the trustee and beneficiary, 30,000 held by the Jennifer Dussan Trust A U/A/D 5/18/2022, for which Mr. Dussan’s spouse is the beneficiary and Mr. Dussan is the trustee, and 12,402 shares of common stock held of record by the Luis Carlos Dussan Family Trust dated January 20, 2021, however, with respect to the shares held in this trust, Mr. Dussan disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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(4)

Consists of 308,798 shares held of record by Mr. Fisch, 1,000 shares held of record by Mr. Fisch’s spouse, and 78,935 shares of common stock subject to equity awards held by Mr. Fisch that are expected to vest within 60 days of March 23, 2026.

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(5)

Consists of 35,435 shares of common stock held of record by Prof. Dr. Gottschalk and options to purchase 2,480 shares of common stock.

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(6)

Consists of 86,656 shares of common stock held of record by Mr. Husby.

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(7)

Consists of 40,251 shares of common stock held of record by Mr. Simon.

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(8)

Consists of 33,142 shares of common stock held of record by Ms. Zeifman.

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(9)

Consists of 94,521 shares of common stock held of record by Mr. Hughes and 30,307 shares of common stock subject to equity awards held by Mr. Hughes that are expected to vest within 60 days of March 23, 2026.

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(10)

Consists of 191,520 shares of common stock held of record by Mr. Tierney and 52,178 shares of common stock subject to equity awards held by Mr. Tierney that are expected to vest within 60 days of March 23, 2026.

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(11)

Consists of 1,058,286 shares of common stock held of record and 161,420 shares of common stock subject to equity awards that are expected to vest and/or be exercisable within 60 days of March 23, 2026.

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(12)

As of March 23, 2026, based solely on information set forth in the Schedule 13G filed with the SEC on January 30, 2026 by the Vanguard Group (“Vanguard”). Vanguard’s principal business address is 100 Vanguard Blvd., Malvern, PA 19355.

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Householding

The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Householding is the term used to describe the practice of delivering a single set of notices, proxy statements, and annual reports to any household at which two or more stockholders reside. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing and mailing costs. Householding will continue until you are notified otherwise or you submit contrary instructions.

The Company will promptly deliver an additional copy of any such document to any stockholder who writes the Company. Alternatively, if you share an address with another stockholder and have received multiple copies of our notice, proxy statement, and annual report, you may contact us to request delivery of a single copy of these materials. Stockholders of record who currently receive multiple copies of the annual report and proxy statement at their address who would prefer that their communications be householded, or stockholders of record who are currently participating in householding and would prefer to receive separate copies of our proxy materials, should also contact us. Any such written requests should be directed to the Company at the following physical address or email address:

AEye, Inc.
Corporate Secretary
4670 Willow Road, Suite 125
Pleasanton, CA 94588
Email: [email protected]
(925) 400-4366

 

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Annual Report on Form 10-K

A copy of our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, is available to stockholders without charge upon written request directed to Corporate Secretary, AEye, Inc., 4670 Willow Road, Suite 125, Pleasanton, CA 94588, by phone at (925) 400-4366, or by email at [email protected]. The Company makes available on or through our website free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing.

 

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Other Matters

We do not presently know of any matters to be acted upon at our 2026 Annual Meeting other than the matters referred to in this proxy statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.

By order of the Board of Directors,

Andrew S. Hughes
Senior Vice President, General Counsel & Corporate Secretary
March 30, 2026

 

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ANNEX A

AMENDED AND RESTATED
AEYE, INC.
2021 EQUITY INCENTIVE PLAN

 

 

TABLE OF CONTENTS

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