Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
On May 15, 2026, REE Automotive Ltd. (the “Company”)
announced its financial results for the fiscal year ended December 31, 2025. The full text of the press release is furnished as Exhibit
99.1 to this Report of Foreign Private Issuer on Form 6-K.
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.
Exhibit 99.1
REE Automotive Announces Fiscal
Year 2025 Financial Results
TEL AVIV, Israel, May 15, 2026 –
REE Automotive Ltd. (Nasdaq: REE) (“REE” or the “Company”), an automotive technology company that develops and
builds software-defined vehicle technology, today announced its financial results for the fiscal year ended December 31, 2025.
During 2025, we grew our engagement with
industry leaders such as Mitsubishi Fuso Truck and Bus Corporation, a Japanese manufacturer of trucks and buses and a subsidiary of Archion
since 2026 and others. In addition, as part of our announced production pause and shift to being a software-led business, we took significant
actions to reduce our net operating expenses, including through a 40% reductions-in-force as of year-end 2025, which lowered our research
and development payroll expenses by approximately $2.6 million and our selling, general, and administrative payroll expenses
by approximately $2.7 million YoY. This excludes one-time termination costs associated with our reductions-in-force, which totaled approximately
$2.1 million.
Additionally, following our production
pause, we decreased our outstanding 2025 and future production-related commitments with our suppliers from approximately $42 million
to approximately $13 million. Through these and other actions, we reduced the Company’s future cash obligations and further streamlined
our operating expenses. As a result, our non-Generally Accepted Accounting Principles (GAAP) net loss for 2025 decreased by 18%, from
$70 million for the year ended 2024, to $58 million for the year ended 2025.
“We continue to believe that REE’s
technology, engineering capabilities and intellectual property portfolio represent meaningful strategic value, and we remain focused
on evaluating strategic alternatives and opportunities for the business,” said Daniel Barel, REE’s CEO and co-founder.
2025 Year-End Financial Results
and Recent Highlights
| ● | Cash
& cash equivalents were $14.2 million as of December 31, 2025, compared to $54.3 million
(excluding a credit facility of $18 million, which expired at year-end 2025) in cash &
cash equivalents as of December 31, 2024. As of May 4, 2026, our cash and cash equivalents
were $4.9 million. |
| ● | Free
Cash Flow (FCF) burn decreased year-over-year (YoY) by $1.5 million or 2%, from $76.5 million
for the year ended December 31, 2024 to $75.0 million for the year ended December 31, 2025.
The decrease was primarily due to the cost-reduction-plan announced in June 2025 and was
partially offset by production-related costs incurred prior to the pause in production, which
mainly related to inventory purchases for the P7 program, a lower UK R&D tax credits
YoY, and the absence in 2025 of UK APC grants that were previously received in 2024. |
| ● | GAAP
net loss decreased by approximately 50%, from $111.8 million for the year ended December
31, 2024 to $55.8 million for the year ended December 31, 2025. The YoY improvement was primarily
driven by non-cash income from the remeasurement of warrants and derivative liabilities following
a decrease in REE’s share price in 2025 as well as by savings realized in connection
with our cost-reduction-plan and the related reduction-in-force. These improvements were
partially offset by non-cash inventory write-downs and impairment of long-lived assets related
to the pause in production, a lower UK R&D tax credits YoY, and the absence in 2025 of
UK APC grants that were previously received in 2024. |
| ● | Non-GAAP
net loss decreased by approximately 18%, from $70.3 million for the year ended December 31,
2024, to $57.7 million for the year ended December 31, 2025. The YoY improvement was primarily
driven by savings in connection with our cost-reduction plan and the reduction-in-force thereunder.
These savings were partially offset by lower UK R&D tax credits YoY and the absence in
2025 of UK APC grants that were previously received in 2024. |
| ● | Subsequently,
in the fourth quarter 2025, the Company began engaging with counterparties regarding strategic
alternatives intended to maximize shareholder value and it engaged TD Securities (USA) LLC
as its financial advisor to assist it in its strategic review process. |
The Company continues to evaluate measures
intended to preserve liquidity and maximize shareholder value, including additional operational cost reductions and strategic alternatives.
A reconciliation of GAAP to non-GAAP
measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also
included below under the heading “Non-GAAP Financial Measures.”
Non-GAAP Financial Measures
We have provided financial information
in this press release that has not been prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized
methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. We use these non-GAAP
financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures,
in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional
tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with peer companies,
many of which present similar non-GAAP financial measures to investors.
Non-GAAP financial measures should not
be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged
to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures provided
in the financial statement tables below.
We believe that Free Cash Flow (FCF)
to be a liquidity measure that provides useful information to management and investors about the amount of cash used in our operational
activities and capital expenditures. Free Cash flow burn represents the negative cash outflow used in our operating activities and for
purchases of property and equipment.
We believe that non-GAAP net loss reflects
an additional means of evaluating REE’s ongoing operating results and trends. We believe that this non-GAAP measure provides useful
information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for
greater visibility with respect to key metrics used by our management in its financial and operational decision-making.
About REE Automotive
REE Automotive (Nasdaq: REE) is an automobile
technology company that develops and produces cutting edge software-defined vehicle, or SDV, technology that manages vehicle operations
and features through proprietarily-developed software, enabling what we believe to be safer, more modular, and better performing vehicles.
Our advanced SDV technology utilizes zonal architecture to enhance redundancy and stability and it contains the capabilities for updates
and improvements over-the-air throughout an SDV’s lifespan. This makes Powered by REE® vehicles highly adaptable to customer
and market changes and our technology is designed in an effort to be future proofed, autonomous capable. As the first company to FMVSS
certify a full by-wire vehicle in the U.S., REE’s proprietary by-wire technology for drive, steer and brake control eliminates
the need for mechanical connection. Our approach of “complete not compete” allows original equipment manufacturers, or OEMs,
and technology companies to license our technology in order to design and build vehicles reliant upon our SDV technology to their specific
requirements and needs. To learn more about REE Automotive’s patented technology and unique value proposition that position the
Company to break new ground in e-mobility, visit www.ree.auto.
Caution About Forward-Looking Statements
This press release includes certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, among others, statements about the Company’s evaluation of methods to
preserve liquidity and maximize shareholder value, including operational cost reductions and strategic alternatives. Actual results of
matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed
or implied. Factors that could cause actual results to differ are discussed in the sections entitled “Cautionary Note Regarding
Forward-Looking Statements”, “Risk Factors”, and “Operating and Financial Review and Prospects” in REE’s
annual report filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2026, as updated by the REE’s
subsequent filings with the SEC. The forward-looking statements in this press release speak only as of the date of this press release,
and we undertake no obligation to update any forward-looking statements.
REE AUTOMOTIVE LTD.
Condensed Consolidated Statements of Comprehensive Loss
U.S. dollars in thousands (except share and per share data)
(Unaudited)
| | |
Twelve Months Ended | |
| | |
December 31, | |
December 31, | |
| | |
2025 | | |
2024 | |
| Revenues | |
$ | 1,297 | | |
$ | 183 | |
| Cost of revenues | |
| 17,571 | | |
| 3,681 | |
| Gross loss | |
$ | (16,274 | ) | |
$ | (3,498 | ) |
| Operating expenses: | |
| | | |
| | |
| Research and development expenses, net | |
| 45,432 | | |
| 49,460 | |
| Selling, general and administrative expenses | |
| 19,988 | | |
| 26,171 | |
| Other expenses | |
| 24,716 | | |
| — | |
| Total operating expenses | |
| 90,136 | | |
| 75,631 | |
| Operating loss | |
$ | (106,410 | ) | |
$ | (79,129 | ) |
| Income (Loss) from warrants remeasurement | |
| 37,953 | | |
| (22,750 | ) |
| Financial income (expenses), net | |
| 10,658 | | |
| (7,812 | ) |
| Net loss before income tax | |
| (57,799 | ) | |
| (109,691 | ) |
| Taxes on income (tax benefit) | |
| (1,992 | ) | |
| 2,063 | |
| Net loss | |
$ | (55,807 | ) | |
$ | (111,754 | ) |
| Net comprehensive loss | |
$ | (55,807 | ) | |
$ | (111,754 | ) |
| Basic and diluted net loss per Class A ordinary share | |
$ | (1.74 | ) | |
$ | (7.01 | ) |
| Weighted average number of ordinary shares used in computing
basic and diluted net loss per share | |
| 32,140,321 | | |
| 15,933,291 | |
REE AUTOMOTIVE LTD.
Condensed Consolidated Balance Sheets
U.S. dollars in thousands (except share and per share data)
(Unaudited)
| |
|
December 31,
2025 |
|
|
December 31,
2024 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| CURRENT ASSETS: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
14,246 |
|
|
$ |
72,262 |
|
| Accounts receivable |
|
|
24 |
|
|
|
11 |
|
| Inventory |
|
|
— |
|
|
|
3,075 |
|
| Other accounts receivable and prepaid expenses |
|
|
691 |
|
|
|
7,158 |
|
| Total current assets |
|
|
14,961 |
|
|
|
82,506 |
|
| |
|
|
|
|
|
|
|
|
| NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
|
| Non-current restricted cash |
|
|
1,973 |
|
|
|
2,510 |
|
| Other accounts receivable and prepaid expenses |
|
|
2,386 |
|
|
|
3,091 |
|
| Operating lease right-of-use assets |
|
|
15,004 |
|
|
|
20,063 |
|
| Property and equipment, net |
|
|
3,857 |
|
|
|
22,110 |
|
| Total non-current assets |
|
|
23,220 |
|
|
|
47,774 |
|
| TOTAL ASSETS |
|
$ |
38,181 |
|
|
$ |
130,280 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
| Short term loan |
|
$ |
— |
|
|
$ |
18,008 |
|
| Trade payables |
|
|
1,736 |
|
|
|
5,602 |
|
| Other accounts payable and accrued expenses |
|
|
7,337 |
|
|
|
7,966 |
|
| Operating lease liabilities |
|
|
3,637 |
|
|
|
4,607 |
|
| Total current liabilities |
|
|
12,710 |
|
|
|
36,183 |
|
| |
|
|
|
|
|
|
|
|
| NON-CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
| Warrants liability |
|
|
3,197 |
|
|
|
41,150 |
|
| Convertible promissory notes |
|
|
4,830 |
|
|
|
14,758 |
|
| Deferred tax liability |
|
|
— |
|
|
|
1,782 |
|
| Operating lease liabilities |
|
|
10,694 |
|
|
|
13,279 |
|
| Total non-current liabilities |
|
|
18,721 |
|
|
|
70,969 |
|
| TOTAL LIABILITIES |
|
|
31,431 |
|
|
|
107,152 |
|
| |
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
| Ordinary Shares of no par value |
|
|
— |
|
|
|
— |
|
| Additional paid-in capital |
|
|
1,010,447 |
|
|
|
971,018 |
|
| Accumulated deficit |
|
|
(1,003,697 |
) |
|
|
(947,890 |
) |
| Total shareholders’ equity |
|
|
6,750 |
|
|
|
23,128 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
38,181 |
|
|
$ |
130,280 |
|
REE AUTOMOTIVE LTD.
Condensed Consolidated Statements of Cash Flows
U.S. dollars in thousands (Unaudited)
| | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (55,807 | ) | |
$ | (111,754 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation | |
| 3,090 | | |
| 3,182 | |
| Share-based compensation | |
| 5,067 | | |
| 9,585 | |
| Change in fair value of warrants liability | |
| (37,953 | ) | |
| 22,750 | |
| Change in fair value of derivative liability | |
| (11,751 | ) | |
| 9,143 | |
| Amortization of discount of convertible promissory note | |
| 883 | | |
| 476 | |
| Interest expenses | |
| 932 | | |
| 872 | |
| Decrease (increase) in accrued interest on short-term investments | |
| — | | |
| 895 | |
| Decrease (increase) in inventory | |
| 3,075 | | |
| (3,412 | ) |
| Decrease (increase) in accounts receivable | |
| (13 | ) | |
| 444 | |
| Decrease (increase) in other accounts receivable and prepaid expenses | |
| 5,269 | | |
| (419 | ) |
| Change in operating lease right-of-use assets and liabilities, net | |
| 1,065 | | |
| 390 | |
| Increase (decrease) in trade payables | |
| (4,280 | ) | |
| 1,905 | |
| Increase (decrease) in other accounts payable and accrued expenses | |
| (1,230 | ) | |
| (4,956 | ) |
| Increase (decrease) in deferred tax liability | |
| (1,782 | ) | |
| 1,782 | |
| Impairment of long-lived assets | |
| 24,716 | | |
| — | |
| Loss from property and equipment sales and disposals | |
| 9 | | |
| 132 | |
| Net cash used in operating activities | |
| (68,710 | ) | |
| (68,985 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (6,305 | ) | |
| (7,531 | ) |
| Proceeds from sale of property and equipment | |
| 100 | | |
| — | |
| Proceeds from short-term investments | |
| — | | |
| 43,500 | |
| Net cash provided by (used in) investing activities | |
| (6,205 | ) | |
| 35,969 | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from issuance of Ordinary Shares, net | |
| 34,361 | | |
| 45,535 | |
| Proceeds from exercise of options and warrants | |
| 1 | | |
| 13 | |
| Repayment of short term loan | |
| (18,000 | ) | |
| (15,000 | ) |
| Proceeds from short term loan | |
| — | | |
| 18,000 | |
| Proceeds from issuance of warrants | |
| — | | |
| 15,000 | |
| Net cash provided by financing activities | |
| 16,362 | | |
| 63,548 | |
| Increase (Decrease) in cash, cash equivalents and restricted cash | |
| (58,553 | ) | |
| 30,532 | |
| Cash, cash equivalents and restricted cash at beginning of year | |
| 74,772 | | |
| 44,240 | |
| Cash, cash equivalents and restricted cash at end of period | |
$ | 16,219 | | |
$ | 74,772 | |
Reconciliation of GAAP Financial Metrics to Non-GAAP
U.S. dollars in thousands (except share and per share data)
(Unaudited)
Reconciliation of Net Loss to Adjusted EBITDA
| | |
Twelve Months Ended | |
| | |
Dec 31, | | |
Dec 31, | |
| | |
2025 | | |
2024 | |
| Net loss on a GAAP Basis | |
$ | (55,807 | ) | |
$ | (111,754 | ) |
| Financial expenses (income), net | |
| (10,658 | ) | |
| 7,812 | |
| Taxes on income (tax benefit) | |
| (1,992 | ) | |
| 2,063 | |
| Loss (Income) from warrants remeasurement | |
| (37,953 | ) | |
| 22,750 | |
| Depreciation and amortization | |
| 7,030 | | |
| 6,767 | |
| Share-based compensation | |
| 5,067 | | |
| 9,585 | |
| Inventory write-downs and non-recurring expenses related to pause in production
(1) | |
| 15,936 | | |
| — | |
| Impairment of long-lived assets (2) | |
| 24,716 | | |
| — | |
| Non-recurring expenses related to reduction-in-force (3) | |
| 2,101 | | |
| — | |
| Adjusted EBITDA | |
$ | (51,560 | ) | |
$ | (62,777 | ) |
| (1) | Includes inventory write-downs to net realizable value and write-offs
of inventory that currently has no operational use and one-time costs related to the pause in production. |
| (2) | Impairment charges of long-lived assets and loss from lease termination. |
| (3) | Includes one-time expenses related to reduction-in-force plan. |
Reconciliation of net cash
used in operating activities to Free Cash Flow
Twelve Months Ended Dec 31, 2025 Dec 31, 2024
| | |
Twelve Months Ended | |
| | |
Dec 31, | | |
Dec 31, | |
| | |
2025 | | |
2024 | |
| Net cash used in operating activities | |
$ | (68,710 | ) | |
$ | (68,985 | ) |
| Purchase of property and equipment | |
| (6,305 | ) | |
| (7,531 | ) |
| Free Cash Flow | |
$ | (75,015 | ) | |
$ | (76,516 | ) |
Reconciliation of GAAP operating expenses
to Non-GAAP operating expenses; GAAP net loss to Non-GAAP net loss, and presentation of Non-GAAP net loss per Share, basic and diluted:
| | |
Twelve Months Ended | |
| | |
Dec 31, | | |
Dec 31, | |
| | |
2025 | | |
2024 | |
| GAAP operating expenses | |
$ | 90,136 | | |
$ | 75,631 | |
| Share-based compensation | |
| (5,067 | ) | |
| (9,585 | ) |
| Impairment of long-lived assets (2) | |
| (24,716 | ) | |
| — | |
| Non-recurring expenses related to reduction-in-force (3) | |
| (2,101 | ) | |
| — | |
| Non-GAAP operating expenses | |
$ | 58,252 | | |
$ | 66,046 | |
| | |
| | | |
| | |
| GAAP net loss | |
$ | (55,807 | ) | |
$ | (111,754 | ) |
| Loss (Income) from warrants remeasurement | |
| (37,953 | ) | |
| 22,750 | |
| Loss (Income) from derivatives remeasurement | |
| (11,751 | ) | |
| 9,143 | |
| Share-based compensation | |
| 5,067 | | |
| 9,585 | |
| Inventory write-downs and non-recurring expenses related to pause in production (1) | |
| 15,936 | | |
| — | |
| Impairment of long-lived assets (2) | |
| 24,716 | | |
| — | |
| Non-recurring expenses related to reduction-in-force (3) | |
| 2,101 | | |
| — | |
| Non-GAAP net loss | |
$ | (57,691 | ) | |
$ | (70,276 | ) |
| | |
| | | |
| | |
| Weighted average number of ordinary shares used in computing basic and diluted
net loss per share | |
| 32,140,321 | | |
| 15,933,291 | |
| Non-GAAP basic and diluted net loss per share | |
$ | (1.79 | ) | |
$ | (4.41 | ) |
| (1) | Includes inventory write-downs to net realizable value and write-offs
of inventory that currently has no operational use and one-time costs related to the pause in production. |
| (2) | Impairment charges of long-lived assets and loss from lease termination. |
| (3) | Includes one-time expenses related to reduction-in-force plan. |