[SCHEDULE 13D/A] Aeva Technologies, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D updates insider ownership of Aeva Technologies, Inc. (AEVAW) by co-founder & CTO Mina Rezk as of 31 Jul 2025.

• Beneficial ownership: 5,040,888 common shares, or 8.7 % of the outstanding class.
• Composition: 180,667 shares held directly, 3,486,669 shares held via a trust, and 1,373,552 option shares exercisable within 60 days. An additional 1,394,605 RSUs are excluded because they will not settle within 60 days.

Recent transactions (past 60 days)

• 07 Jul 2025 – 69,901 shares sold at $30.54 (≈ $2.13 m) to cover withholding taxes on RSU vesting.
• 31 Jul 2025 – 1,000,000 shares gifted to two unaffiliated individuals for no consideration.

Ownership decline driver: 3.56 m shares previously pledged by affiliate EAD Group LLC to secure a loan are now subject to dispute and may have been sold before Jun 2025, reducing Rezk’s reportable stake.

Rezk retains sole voting and dispositive power over the reported shares and confirms no criminal or civil proceedings. No additional change in purpose or corporate strategy is disclosed.

Insights

Securities Analyst

TL;DR: Insider stake drops to 8.7%; pledged-share dispute clouds float outlook but CTO still holds a meaningful position.

The filing shows Rezk’s stake fell materially from prior reports, driven by the contested disposition of 3.56 m pledged shares plus a 1 m-share gift and a relatively small tax-related sale. While 8.7 % remains a sizeable alignment signal, the downward trend and uncertainty over pledged shares introduce potential share-supply risk that could pressure sentiment. No purchase activity is noted, suggesting neutral-to-slightly-negative optics for investors.

Corporate Governance Expert

TL;DR: Transparent disclosure is positive, but collateral dispute highlights governance and financing risks.

Rezk clearly details the structure of his holdings and recent transactions, satisfying disclosure standards. However, the pledge-related dispute indicates reliance on personal leverage structures that can unintentionally release significant equity into the market without advance notice. From a governance perspective, boards often discourage pledging to avoid such forced sales; investors may question risk controls around insider collateral arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Aeva Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00835Q202

(CUSIP Number)

Mina Rezk
c/o Aeva Technologies, Inc., 555 Ellis Street
Mountain View, CA, 94043
650-481-7070

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00835Q202

1

Name of reporting person

Mina Rezk

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,040,888.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,040,888.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,040,888.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 180,667 shares of common stock, par value $0.0001 per share (Common Stock) of the Issuer (as defined in Item 1 below) held of record by Mina Rezk (the Reporting Person) directly, (ii) 3,486,669 shares of Common Stock held of record by a trust for the benefit of the Reporting Person (the Trust), and (iii) 1,373,552 shares of Common Stock underlying stock options exercisable within 60 days of the date of this Statement held by the Reporting Person. The Reporting Person has sole voting, investment and dispositive power with respect to the shares held by the Trust. Excludes 1,394,605 shares of Common Stock underlying restricted stock units not expected to settle within 60 days. Ownership percentage based on 57,701,250 shares, which is the sum of (i) 56,327,698 shares of Common Stock of the Issuer outstanding as of July 31, 2025, as reported by the Issuer in its Annual Report on Form 10-Q filed with the Securities and Exchange Commission (the Commission) on August 6, 2025, plus (ii) 1,373,552 shares of Common Stock underlying stock options exercisable within 60 days of the date of this Statement held by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Aeva Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 555 Ellis Street, Mountain View, CALIFORNIA , 94043.
Item 2.	Identity and Background
(a)	Mina Rezk
(b)	The business address of the Reporting Person is c/o Aeva Technologies, Inc., 555 Ellis Street, Mountain View, CA 94043
(c)	The Reporting Person's present principal occupation is Chief Technology Officer of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person is not, nor during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	See Item 5 below.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the original Schedule 13D filed with the Commission on March 22, 2021, as amended by Amendment No. 1 filed with the Commission on March 21, 2025 (the Original Schedule 13D) is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 and 13 of the cover pages of this Statement for the Reporting Person and Item 2 above.
(b)	See Items 7-11 and 13 of the cover pages of this Statement for the Reporting Person and Item 2 above.
(c)	In the past sixty days, the Reporting Person effected the following transactions of the Issuer's Common Stock, 1. On July 7, 2025, 69,901 shares of Common Stock at a weighted-average price of $30.5356 for aggregate sale proceeds of $2,134,468.98 were automatically sold in a non-discretionary transaction by the Reporting Person to cover withholding obligation upon the vesting and settlement of certain time-based restricted stock unit awards; 2. On July 31, 2025, pursuant to bona fide gift for which no payment of consideration was received by the Reporting Person, the Reporting Person transferred an aggregate of 1,000,000 shares of Common Stock to two individuals with no affiliation with the Issuer.
(d)	Except as reported in this Statement, no other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference and supplemented below: The decrease in ownership from the Original Schedule 13D reflects the fact that 3,560,000 shares were previously pledged by EAD Group LLC (EAD), an affiliate of the Reporting Person, to secure a loan, and that such pledge is now the subject of a dispute. Based on information provided to the Reporting Person, the Reporting Person believes that the pledged shares may have been sold prior to June 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mina Rezk

Signature:	/s/ Mina Rezk
Name/Title:	Mina Rezk
Date:	08/07/2025