Aeva Technologies Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Aeva Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On May 1, 2025, the board of directors (the “Board”) of Aeva Technologies, Inc. (the “Company”) appointed Daniel Gibson as a Class III director. Pursuant to the stockholder agreement by and between the Company and Sylebra Capital Limited (“Sylebra”), dated November 8, 2023, Sylebra nominated Mr. Gibson to fill the vacancy caused by the Eberle Resignation (as defined below), subject to the ultimate approval of such nomination by the Board. Mr. Gibson is the Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management, a global investment manager founded in 2011 to invest in global equities with a focus on technology, media and telecom companies. He is also a member of the Board of Directors for Impinj, Inc., a leading RAIN RFID and Internet of Things provider, serving on both the Audit and Compensation committees. Prior to Mr. Gibson’s current roles, he was a Partner at Coatue Management, a global investment manager, following a career in private equity and investment banking. Mr. Gibson holds a B.A. in economics from Amherst College. The Company believes Mr. Gibson’s financial and investment management expertise qualifies him to serve as a director.

The Board has determined that Mr. Gibson is an independent director under the listing standards of The Nasdaq Stock Market.

As a non-employee director, Mr. Gibson will be compensated for his service on the Board in accordance with the Company’s director compensation arrangements applicable to the Company’s non-employee directors, as more fully described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). In accordance with those arrangements, Mr. Gibson will receive a retainer of $50,000 per year for his service on the Board and an additional $10,000 cash retainer for his service on each committee of the Board. In addition, Mr. Gibson will receive $150,000 annual restricted stock unit grant in connection with the annual meeting of stockholders, which will vest on the first anniversary of the grant date (subject to continued service) or upon a change of control of the Company. The Company will enter into its standard form of indemnification agreement with Mr. Gibson.

There is no other arrangement or understanding between Mr. Gibson and any other person pursuant to which Mr. Gibson was selected as a member of the Board. Except as described in the Proxy Statement, there are no transactions in which Mr. Gibson has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Departure of Director

On May 1, 2025, Christopher Eberle notified the Board of his decision to resign from the Board and all committees thereof, effective immediately (the “Eberle Resignation”). Mr. Eberle’s decision to resign from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Eberle for his Board service.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May 5, 2025, announcing the appointment of Daniel Gibson to the Board. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.