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Recent Milestones

Deepening engagement with NVIDIA by fully integrating Apollo™ into the NVIDIA DRIVE AGX™ Orin platform; demonstrated Apollo™ integrated with NVIDIA DRIVE AGX Thor™ at CES 2026; and recently joined the NVIDIA Halos AI Systems Inspection Lab to deliver perception solutions that meet the highest standards of functional safety

Launched OPTIS™, powered by NVIDIA Jetson Orin™, and secured multiple deployments in airport safety and security, perimeter monitoring, and transportation logistics

Selected by leading transportation OEM for a potential $30 million revenue opportunity

Raised growth capital necessary to execute on multi-year strategic plan

Announced STRATOS™ ultra-long-range lidar capable of detecting objects at up to one-and-a half kilometers

Tripled new business wins from 2 to 6 in the first half of 2025, and now have 16 active customers that have taken revenue-generating shipments, with visibility to potential non-automotive orders totaling thousands of units

Gaining traction in the aerospace and defense industries; have seen repeat business from an existing customer; received multiple new requests for quotations; and we entered into a new distribution agreement that expands our reach

Expanded Apollo manufacturing capacity to up to 60,000 units annually with LITEON Technology Corp.

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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:

☐

Preliminary Proxy Statement

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

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):

☒

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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[MISSING IMAGE: ph_matthewfischchairbg-4c.jpg]

A Message from Our Chairman and Chief Executive Officer

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:

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

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:

•

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

•

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

•

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

•

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

•

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

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

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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.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF AEYE, INC.

Date and Time:
May 12, 2026, at 8:30 a.m.,
Pacific Time

Who may attend:
Stockholders of record at the close of business on March 23, 2026 (the “Record Date”)

Place:
4670 Willow Road,
Suite 250
Pleasanton, California

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

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

Your vote is very important.

Whether or not you plan to attend our Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares in one of the following three ways:


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

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Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our Annual Report on Form 10-K for the year ended December 31, 2025 and the 2026 Proxy Statement are available free of charge at: www.proxyvote.com.

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.

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Table of Contents

	Proxy Summary					1
	General Information					3
	Stockholder Proposals for the 2027 Annual Meeting of Stockholders					6
	Board of Directors					8
	Corporate Governance					20
	Proposal No. 1: To Elect Two Class II Directors					23
	Proposal No.2: Ratification of The Appointment of KPMG LLP as our Independent Registered Public Accounting Firm					24
	Proposal 3: Approval of an Increase in the Number of Shares of Common Stock Issuable Under our 2021 Equity Incentive Plan					26
	Proposal 4: Approval, on an Advisory and Non-binding Basis, of the Compensation of our Named Executive Officers					36
	Proposal 5: To Determine, on an Advisory and Non-binding Basis, how Frequently Stockholders will be Provided a “Say-on-Pay” Vote					37
	Audit Committee Report					39
	Executive and Director Compensation					40
	Executive Officers					42
	Executive Compensation					43
	Director Compensation					49
	Pay versus Performance					54
	Certain Relationships and Related Party Transactions					58
	Security Ownership of Certain Beneficial Owners and Management					59
	Householding					61
	Other Matters					63
	Annex A — Amended and Restated AEYE, Inc. 2021 Equity Incentive Plan					A-1

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Proxy Summary

AEye at a Glance

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

Delivering software-defined solutions for today and tomorrow’s markets

Company Overview

We are a global leader in software-defined, long-range lidar solutions designed to enable the next wave of physical AI across the automotive, transportation, infrastructure, defense, and industrial markets. AEye’s product suite — including the Apollo™ long-range lidar, STRATOS™ ultra-long-range lidar, and the OPTIS™ full-stack perception ecosystem — provide laser-based sensing technology that measures distance and generates precise, real-time 3D representations of the environment. In safety-critical and autonomous systems, lidar is key to providing the reliable spatial intelligence necessary for real-time automated decision making.

AEye’s core differentiators include:

Long-Range Leadership — AEye’s solutions are engineered for detection at any distance up to one kilometer or more, supporting high-speed automotive, trucking, aviation, and defense applications. AEye has been a leader in pushing the boundaries of detection at long distances while maintaining a small form factor.

Software-Defined Architecture — AEye’s software-defined architecture separates the sensing hardware from the intelligence layer, allowing performance to be adjusted and optimized to meet the unique needs of our customers. It also allows AEye’s solutions to be upgraded through software updates rather than requiring costly and time-consuming hardware changes.

Compact Form Factor — The compact designs of AEye solutions enable seamless integration in the smallest of locations, including behind-the-windshield or within existing vehicle and infrastructure architectures. In addition to allowing a sleeker profile than traditional lidar, AEye’s designs deliver reduced design complexity, improved aerodynamics, and durability in use cases across automotive, trucking, defense, security, and smart infrastructure.

Capital-Light Manufacturing Model — AEye’s strategic Tier-1 partnerships support scalable production while maintaining operational flexibility and disciplined cost structure.

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Directors at a Glance

Class II

Director Nominees

Matthew
Fisch

Doron
Simon

Primary Occupation: Chairman and Chief Executive Officer of AEye, Inc.

Director Since: 2023

Age: 57

Primary Occupation: Founder and President at DSimonsays Inc., a strategy and M&A advising firm.

Director Since: 2025

Age: 60

Committee(s): Strategic Financing and M&A

Class III

Term expires in 2027

[MISSING IMAGE: ph_berndgottschalk-4clr.jpg]

Prof. Dr.
Bernd
Gottschalk

Jonathon B.
Husby

Independent

Primary Occupation: Worked in various divisions at Daimler-Benz AG, including Assistant to the CEO, and was President of Mercedes-Benz do Brasil.

Director Since: 2021

Age: 82

Committee(s): Audit, Nominating & Corporate Governance (Chair)

Independent

Primary Occupation: President and Chief Executive Officer of ADAC, a privately held vehicle access and diversified solutions company.

Director Since: 2023

Age: 52

Committee(s): Audit, Compensation, Strategic Financing and M&A (Chair)

Class I

Term expires in 2028

Timothy J.
Dunn

Sue E.
Zeifman

Independent

Primary Occupation: Most recently served as a Senior Advisor at TPG Capital and served in a variety of executive roles before that.

Director Since: 2021

Age: 68

Committee(s): Audit (Chair), Compensation, Strategic Financing and M&A

Independent

Primary Occupation: Most recently served as Senior Director of Global Marketing Production at Apple, Inc.

Director Since: 2022

Age: 71

Committee(s): Compensation (Chair), Nominating & Corporate Governance

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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:

•

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;

•

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

•

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

•

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

•

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:

•

“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;

•

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

•

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

•

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

•

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

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:

	Matthew Fisch		Class II (2029)*

Chairman of the Board, Chief Executive Officer, and Nominee Age: 57		Career Highlights Matthew Fisch has served as a Class II director and as our Chief Executive Officer since February 2023, and as Chairman of the Board since May 2023. Mr. Fisch has over 30 years of experience in technology development and leadership. Prior to joining us, Mr. Fisch was the Senior Vice President & Chief Technology Officer at Gentherm Incorporated, a developer of thermal management technologies for automotive and other industries, from April 2020 until February 2023. Prior to Gentherm, Mr. Fisch was employed by North American Bancard, a payments technology company, where he served as Executive Vice President & Chief Technology Officer of Hospitality Services from October 2019 until April 2020. Prior to joining North American Bancard, Mr. Fisch worked at Verifone Systems, Inc., a global leader in payments and commerce solutions, where he served as the Executive Vice President of Global R&D from August 2018 to October 2019, and Senior Vice President of Global Engineering from May 2016 to August 2018. At Verifone, Mr. Fisch led research and development for all product lines, including hardware applications and cloud software services. Prior to Verifone, he was the Vice President of R&D for Harman International Industries, Inc.’s lifestyle division from 2014 to 2016, where he led the global R&D organization that was responsible for developing Harman’s car audio business for North America, Europe, China, Japan, and Korea. Prior to joining Harman, Mr. Fisch had a 22-year career at Intel Corporation where he held positions of increasing responsibility in engineering. Mr. Fisch holds a Master of Engineering in Computer Engineering, and a Bachelor of Science in Electrical Engineering, both from Cornell University.
Mr. Fisch is qualified to serve as a director based on his experience serving as our Chief Executive Officer, his professional experience, and his background in technology.

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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	Doron Simon		Class II (2029)*

Director and Nominee Age: 60		Career Highlights Doron Simon has served as a Class II director since his appointment to the Board of Directors in April 2025. Mr. Simon has more than 30 years of global leadership experience across publicly traded technology companies, with a focus on corporate strategy, mergers and acquisitions, and commercialization in the automotive, semiconductor, and software technology sectors. In 2024, Mr. Simon founded DSimonSays Inc., providing strategic consulting and M&A advisory services to technology companies, including advisory work for the Company prior to his appointment to the Board. From 2021 to 2022, Mr. Simon served as Executive Vice President of Corporate Development and Strategy at Otonomo Technologies Ltd. (Nasdaq: OTMO), where he led strategic initiatives and transaction activity prior to the company’s acquisition by Urgent.ly Inc. Before joining Otonomo, Mr. Simon held multiple executive leadership roles at publicly traded companies focused on strategy, business development, and market expansion, including positions at NICE Systems Ltd. (Nasdaq: NICE) and Tower Semiconductor Ltd. (Nasdaq: TSEM). Since 2020, Mr. Simon has been a partner at Transformation Equity Partners, a turnaround focused investment firm, where he supports the repositioning and operational improvement of turnaround companies. Mr. Simon served on the board of SWRVE, a mobile marketing platform, until 2023. In addition to his operating roles, since 2020, Mr. Simon has been active in venture investment as an active limited partner, member of the screening committee, and a venture partner of J-Ventures Capital Fund’s II & III, a community-driven global venture capital fund of top investors, executives, and founders based in Silicon Valley. Since 2021, Mr. Simon has been a limited partner and a member of the Advisory Committee of J-Impact Fund I LP, a venture capital fund focused on early-stage technology companies solving critical social and environmental challenges while delivering financial returns.
Mr. Simon is qualified to serve as a director based on his expertise in corporate development, product strategy, go-to-market planning, and business growth in publicly traded companies, as well as his experience in the lidar industry.

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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SEC Form DEF 14A filed by AEye Inc.