BETA COO sells shares to cover tax on RSUs

BETA Technologies, Inc. Chief Operating Officer Sean Donovan reported an open-market sale of Class A common stock.

Rhea-AI Filing Summary

BETA Technologies, Inc. Chief Operating Officer Sean Donovan reported an open-market sale of Class A common stock. He sold 19,008 shares at a weighted average price of $18.1216 per share. According to the footnotes, this transaction was a mandatory sale to cover tax liabilities from settling performance-based restricted stock units.

After the sale, Donovan directly holds 176,195 shares of BETA Technologies Class A common stock. Because the sale was tied to tax obligations rather than a discretionary trade, it represents a routine administrative transaction rather than a clear change in his investment stance.

Insider Trade Summary

Net Seller: 19,008 shares

Net Sell 1 txn

Insider Donovan Sean

Role CHIEF OPERATING OFFICER

Sold 19,008 shs ($344K)

Type	Security	Shares	Price	Value
Sale	Class A common stock	19,008	$18.1216	$344K

Holdings After Transaction: Class A common stock — 176,195 shares (Direct)

Footnotes (2)

1. F1. Mandatory sale to cover tax liability associated with the settlement of performance-based restricted stock units.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.6100 to $19.6099, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

Key Figures

Shares sold: 19,008 shares Weighted average sale price: $18.1216 per share Post-transaction holdings: 176,195 shares +1 more

4 metrics

Shares sold 19,008 shares Class A common stock sold on 2026-05-07

Weighted average sale price $18.1216 per share Open-market sale of Class A common stock

Post-transaction holdings 176,195 shares Directly held Class A common stock after sale

Sale price range $17.6100 to $19.6099 Prices for multiple transactions included in the sale

Key Terms

open-market sale, performance-based restricted stock units, weighted average price, Class A common stock

4 terms

open-market sale financial

"transaction_action is described as an open-market sale of Class A common stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

performance-based restricted stock units financial

"tax liability associated with the settlement of performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class A common stock financial

"security_title is listed as Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BETA (BETA) COO Sean Donovan report in this Form 4?

Sean Donovan reported selling 19,008 shares of BETA Technologies Class A common stock. The sale was disclosed as an open-market transaction, with a weighted average price of $18.1216 per share across multiple trades within a stated price range.

Why did BETA (BETA) COO Sean Donovan sell 19,008 shares?

The 19,008 shares were sold to cover tax liability from settling performance-based restricted stock units. The footnote describes this as a mandatory sale, indicating the transaction was driven by tax obligations rather than a discretionary portfolio decision.

What price did BETA (BETA) shares sell for in Donovan’s transaction?

The filing states a weighted average price of $18.1216 per share. A footnote explains these shares were sold in multiple transactions at prices ranging from $17.6100 to $19.6099, and detailed price information is available on request.

How many BETA (BETA) shares does Sean Donovan hold after this sale?

Following the tax-related sale, Sean Donovan directly holds 176,195 shares of BETA Technologies Class A common stock. This remaining stake, disclosed in the Form 4, provides context for the scale of the 19,008-share transaction.

Was Donovan’s BETA (BETA) share sale a routine tax event?

Yes. The footnote states the sale was mandatory to cover tax liability from settling performance-based restricted stock units. Such tax-driven sales are typically administrative, reflecting compensation and withholding requirements rather than a shift in sentiment.

How is the BETA (BETA) transaction classified in the Form 4?

The transaction is coded “S”, described as a sale in open market or private transaction, and labeled an open-market sale. Additional footnote detail clarifies the sale’s purpose was covering tax liabilities from equity compensation settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 09:07 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donovan Sean

(Last) (First) (Middle)

C/O BETA TECHNOLOGIES, INC.

1150 AIRPORT DRIVE

(Street)

SOUTH BURLINGTON VERMONT 05403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BETA Technologies, Inc. [ BETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/07/2026		S(1)		19,008	D	$18.1216(2)	176,195	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Mandatory sale to cover tax liability associated with the settlement of performance-based restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.6100 to $19.6099, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

Remarks:

	/s/ Brian Dunkiel, as attorney-in-fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)