Sec Form 3 Filing - Clark Kyle @ BETA Technologies, Inc. - 2025-11-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Clark Kyle
2. Issuer Name and Ticker or Trading Symbol
BETA Technologies, Inc. [ BETA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O BETA TECHNOLOGIES, INC., 1150 AIRPORT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2025
(Street)
SOUTH BURLINGTON, VT05403
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 240,583 ( 1 ) D
Class A common stock 5,719,837 I By The Kyle B. Clark Irrevocable Trust-2020 ( 2 )
Class A common stock 1,624,907 I By the Katie S. Clark Irrevocable Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 17.2382 ( 3 ) 12/01/2028 Class A common stock 72,235 D
Employee Stock Option $ 17.2382 ( 4 ) 12/01/2033 Class A common stock 725,411 D
Employee Stock Option $ 17.2382 ( 5 ) 02/17/2030 Class A common stock 797,646 D
Class B common stock ( 6 ) ( 6 ) ( 6 ) Class A common stock 3,787,319 D
Class B common stock ( 6 ) ( 6 ) ( 6 ) Class A common stock 4,714,165 I By The Kyle B. Clark Irrevocable Trust-2020 ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clark Kyle
C/O BETA TECHNOLOGIES, INC.
1150 AIRPORT DRIVE
SOUTH BURLINGTON, VT05403
X See Remarks
Signatures
/s/ Brian Dunkiel, as attorney-in-fact 11/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares of Class A common stock ("Class A Shares"), and all amounts of the securities reflected in this Statement, give effect to the Issuer's 6.381168-for-1 stock split effected in connection with the Issuer's initial public offering.
( 2 )The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3 )The reported options were granted on December 1, 2023 and commenced vesting on December 15, 2023 in five installments of (i) 20% on each of the first four anniversaries of December 31, 2023, and (ii) the final 20% on June 15, 2028, and will be fully vested on June 15, 2028.
( 4 )The reported options were granted on December 1, 2023 and commenced vesting on December 15, 2023, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on December 15, 2027.
( 5 )The reported options were granted on February 18, 2025 and commenced vesting on January 1, 2025, in four installments of (i) 10% on the first anniversary of the vesting commencement date, (ii) 20% on the second anniversary of the vesting commencement date; (iii) 30% on the third anniversary of the vesting commencement date and (iv) 40% on the fourth anniversary of the vesting commencement date, and will be fully vested on January 1, 2029.
( 6 )The Reported Securities are convertible on a 1-for-1 basis into Class A Shares and have no expiration date.

Remarks:
Chief Executive Officer and President; Exhibit 24.1 - Power of Attorney

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