SCHEDULE: Aeva CTO Mina Rezk's Stake Declines Amid Share Dispute

Aeva Technologies' Chief Technology Officer, Mina Rezk, reported a significant decrease in beneficial ownership, now holding 8.7% of common stock, primarily due to a dispute over previously pledged shares.

Summary

• Mina Rezk, Chief Technology Officer of Aeva Technologies, Inc., reported a beneficial ownership of 5,040,888 shares of common stock, representing 8.7% of the class.
• This ownership includes 180,667 shares held directly, 3,486,669 shares held by a trust for Rezk's benefit, and 1,373,552 shares underlying stock options exercisable within 60 days.
• The ownership percentage is calculated based on 57,701,250 total shares, which comprises 56,327,698 shares outstanding as of July 31, 2025, plus the 1,373,552 exercisable options.
• A significant decrease in beneficial ownership from previous filings is noted, primarily attributed to 3,560,000 shares previously pledged by EAD Group LLC, an affiliate, to secure a loan.
• This pledge is currently subject to a dispute, and the Reporting Person believes the pledged shares may have been sold prior to June 2025.
• Recent transactions include the sale of 69,901 shares on July 7, 2025, at a weighted-average price of $30.5356, totaling $2,134,468.98, to cover withholding obligations upon the vesting and settlement of restricted stock unit awards.
• On July 31, 2025, 1,000,000 shares of common stock were transferred as a bona fide gift to two individuals not affiliated with the Issuer.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant decrease in beneficial ownership, primarily driven by a dispute over a large block of pledged shares, indicating potential legal or financial complications for the Reporting Person and uncertainty regarding a substantial portion of the company's stock.

Positives

• Mina Rezk retains significant beneficial ownership, including direct holdings, trust holdings, and exercisable options, indicating continued alignment with shareholder interests.

Negatives

• Beneficial ownership significantly decreased from previous filings, reducing the Chief Technology Officer's stake in the company.
• A substantial block of 3,560,000 shares is subject to a dispute, with the Reporting Person believing they may have been sold, indicating a loss of control over a significant portion of shares.
• The reduction in ownership includes a large gift of 1,000,000 shares and a sale of 69,901 shares to cover tax obligations, further decreasing the Reporting Person's overall stake.

Risks

• A dispute exists regarding 3,560,000 shares previously pledged by EAD Group LLC, an affiliate of the Reporting Person, to secure a loan.
• Uncertainty surrounds the status and ownership of the disputed pledged shares, as the Reporting Person believes they may have already been sold prior to June 2025.
• Potential for further legal or financial implications arising from the ongoing dispute over the pledged shares.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the current status of beneficial ownership and the dispute over pledged shares.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a key executive. While it doesn't directly reflect broader industry trends, a significant reduction in an insider's stake, especially due to a dispute, could be viewed negatively by the market, potentially signaling internal issues or a lack of confidence, though the filing does not explicitly state this.

Legal Proceedings

• A dispute exists regarding 3,560,000 shares previously pledged by EAD Group LLC (an affiliate of the Reporting Person) to secure a loan.
• The Reporting Person believes these pledged shares may have been sold prior to June 2025.

Related Party Transactions

• 3,560,000 shares were previously pledged by EAD Group LLC, an affiliate of the Reporting Person, to secure a loan. This pledge is now subject to a dispute.

Stakeholder Impact

• Shareholders: The decrease in a key executive's beneficial ownership, especially due to a dispute, could raise concerns about insider confidence and potential stock overhang if the disputed shares enter the market.
• Management/Employees: The CTO's reduced stake might be perceived internally as a shift in commitment, though the filing does not provide context for the gift.

Next Steps

• The filing does not explicitly mention future actions or milestones, but the ongoing dispute over pledged shares may lead to further developments.

Key Dates

Recommendation

While the significant reduction in a key executive's stake and the dispute over pledged shares introduce uncertainty and negative sentiment, the filing itself is a disclosure of past events rather than new operational or financial performance. The company's underlying business fundamentals are not addressed. Investors should hold and monitor for further developments regarding the dispute and any impact on the company's operations or future filings before making a definitive buy or sell decision.

Keywords

Aeva Technologies, Mina Rezk, Schedule 13D, Beneficial Ownership, Share Dispute, CTO, Stock Options, Restricted Stock Units, SEC Filing, Corporate Governance