What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-28 · 53 added, 39 removed, 168 unchanged (35% of the section changed)

15 unchanged sentences

Other Information

On February 28, 2025, we will issue an aggregate of 1,541,941 shares of our Class A common stock at a purchase price of $8.88 per share, issuable in satisfaction of payment to a vendor for services rendered (the “Vendor Shares”).

The Vendor Shares were offered by us pursuant to our shelf registration statement on Form S-3 (File No.

333-279289), which was filed with the SEC on May 10, 2024 and declared effective by the SEC on May 16, 2024 including the prospectus supplement dated February 14, 2025, and accompanying prospectus.

A copy of the opinion of Fenwick & West LLP relating to the validity of the Vendor Shares is filed herewith as Exhibit 5.1.

On or about March 2, 2026, we will issue warrants to a party to purchase an aggregate of 142,602 shares of our Class A common stock (the “Warrant”).

The Warrant has an exercise price of $0.01 per share.

The Form of Warrant is filed as Exhibit 10.21 to this Form 10-K.

The Warrant is being offered by us pursuant to our shelf registration statement on Form S-3ASR (File No.

333-284812), which was filed with the SEC on February 11, 2025 and was automatically effective on the same date, including the prospectus supplement dated October 21, 2025, and accompanying prospectus.

A copy of the opinion of Fenwick & West LLP relating to the validity of the Warrant is filed herewith as Exhibit 5.1.

Rule 10b5-1 Trading Plans .

During the three months ended December 31, 2024, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, in each case as defined in Item 408 of Regulation S-K.

During the three months ended December 31, 2025, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, in each case as defined in Item 408 of Regulation S-K, except as described below.

On December 1, 2025 , Tosha Perkins , Chief Administrative Officer of the Company, adopted a trading arrangement, which expires December 31, 2026 , and provides for the sale of up to 166,667 shares of Class A common stock pursuant to the terms of the plan.

On December 23, 2025 , Eric Lentell , Chief Legal and Strategy Officer of the Company, amended a trading arrangement entered into on September 3, 2025, which expires on September 1, 2026 , and provides for the potential sale of 100,000 shares of Class A common stock pursuant to the terms of the plan.

On December 30, 2025 , Michael Spellacy , a member of the Board of Directors of the Company, adopted trading arrangement, which expires on December 31, 2026 , and provides for the potential sale of 54,644 shares of Class A common stock held by Mr.

Spellacy and 334,244 shares held by Achill Holdings, LLC, which is controlled by Mr.

Spellacy, pursuant to the terms of the plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

31 unchanged sentences

4.1* Description of Archer’s Securities

4.2 Warrant Agreement, dated October 27, 2020, by and between Legacy Archer and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Form 8-K (File No.

001-39668), filed November 2, 2020)

5.1 Opinion of Fenwick & West LLP

1 unchanged sentence

001-39668), filed February 10, 2021)

10.2 Amended and Restated Sponsor Letter Agreement, dated as of July 29, 2021, by and among Atlas Crest Investment Corp., Atlas Crest Investment LLC, Legacy Archer, and the individuals named therein (incorporated by reference to Annex D-2 to Registration Statement on Form S-4 (File No.

10.2 Amended and Restated Sponsor Letter Agreement, dated July 29, 2021, by and among Atlas Crest Investment Corp., Atlas Crest Investment LLC, Legacy Archer, and the individuals named therein (incorporated by reference to Annex D-2 to Registration Statement on Form S-4 (File No.

333-254007), filed August 3, 2021)

15 unchanged sentences

001-39668), filed August 10, 2022)

Exhibit Description

10.11† Form of Irrevocable Deferral Election under Archer Director Equity Deferral Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q (File No.

4 unchanged sentences

333-254007), filed August 10, 2021)

Exhibit Description

10.14†† Sublease Agreement, dated January 14, 2022, between Forescout Technologies, Inc.

2 unchanged sentences

10.15 Warrant to Purchase Shares, dated January 3, 2023, by and between Archer and Stellantis N.V.

(incorporated by reference to Exhibit 10.3 to Form 8-K (File N o.

(incorporated by reference to Exhibit 10.3 to Form 8-K (File No.

001-39668), filed January 9, 2023)

10.16 Warrant to Purchase Shares, dated as of November 6, 2020, by and among FCA US LLC and Legacy Archer (incorporated by reference to Exhibit 10.8 to Registration Statement on S-4 (File No.

10.16 Warrant to Purchase Shares, dated November 6, 2020, by and among FCA US LLC and Legacy Archer (incorporated by reference to Exhibit 10.8 to Registration Statement on S-4 (File No.

333-254007), filed August 10, 2021)

10.17 Warrant to Purchase Shares, dated as of January 29, 2021, by and among United Airlines, Inc.

10.17 Warrant to Purchase Shares, dated January 29, 2021, by and among United Airlines, Inc.

and Archer (incorporated by reference to Exhibit 10.21 to Form 10-K (File No.

4 unchanged sentences

001-39668), filed November 10, 2022)

10.19 Warrant to Purchase Shares, dated as of February 26, 2021, by and among Mesa Air Group, Inc.

10.19 Warrant to Purchase Shares, dated February 26, 2021, by and among Mesa Air Group, Inc.

and Legacy Archer (incorporated by reference to Exhibit 10.11 to Registration Statement on S-4 (File No.

3 unchanged sentences

001-39668), filed March 14, 2022)

10.21 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

10.21 Form of Warrant to Purchase Shares

10.22 F orm of Warrant to Purchase Shares ( incorporated by reference to Exhibit 4.1 to Form 10-Q (File No.

001-39668) filed August 11, 2025

10.22 Form of Warrant to Purchase Shares by and between Archer and Blue Skies Consulting & Trading Limited (incorporated by reference to Exhibit 4.1 to Form 10-Q (File No.

10.23 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K (File No.

001-39668), filed August 10, 2023)

6 unchanged sentences

001-39668), filed January 9, 2023)

10.26 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.

4 to Form 8-K (File No.

10.27 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to Form 8-K (File No.

001-39668), filed August 8, 2024)

10.27 F orm of Registration Rights Agreement, by and between Archer and Stellantis N.V.

(incorporated by reference to Exhibit 10.

5 to Form 8-K (File No.

10.28 Form of Registration Rights Agreement, by and between Archer and Stellantis N.V.

(incorporated by reference to Exhibit 10.5 to Form 8-K (File No.

001-39668), filed August 8, 2024)

10.28 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.

4 to Form 8-K (File No.

10.29 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to Form 8-K (File No.

001-39668), filed December 10, 2024)

10.3 Form of Registration Rights Agreement, by and between Archer and Stellantis N.V.

(incorporated by reference to Exhibit 10.

5 to Form 8-K (File No.

(incorporated by reference to Exhibit 10.5 to Form 8-K (File No.

001-39668), filed December 12, 2024)

Credit Agreement, dated as of October 5, 2023, by and among Archer, the subsidiary guarantors thereto, and Synovus Bank, as administrative agent and lender (incorporated by reference to Exhibit 10.29 t o Form 10-K (File No .

001-39668), filed February 29, 2024)

5 unchanged sentences

333-254007), filed March 8, 2021)

Exhibit Description

10.35 Manufacturing Collaboration Agreement, dated January 3, 2023, by and between Archer and Stellantis N.V.

4 unchanged sentences

333-275465), filed November 13, 2023)

19.1 Policy Against Insid er Trading

21.1* List of Subsidiaries

10.37 Transition Letter Agreement, dated July 8, 2025 by and between Mark Mesler and the Company (incorporated by reference to Exhibit 10.2 to Form 10-Q (File No.

001-39668), filed August 11, 2025)

Exhibit Description

10.38†† Purchase and Sale Agreement between Hawthorne Airport Ground Lease LLC and Hawthorne Airport, LLC dated November 5, 2025 (incorporated by reference to Exhibit 1.1 to Form 8-K (File No.

001-39668) filed November 12, 2025)

10.39†† Purchase and Sale Agreement between Hawthorne Airport Improvement LLC and 395 Park Place, LLC dated November 5, 2025 (incorporated by reference to Exhibit 1.1 to Form 8-K (File No.

001-39668) filed November 12, 2025)

10.40†† E ar nout Agreement between Archer Aviation Inc., certain Seller employe e s and 395 Park Place, LLC

19.1 Policy Against Insider Trading (incorporated by reference to Exhibit 19.1 to Form 10-K (File No.

001-39668), filed February 28, 2025)

21.1* List of Material Subsidiaries

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm

28 unchanged sentences

ARCHER AVIATION INC.

February 27, 2025 By:

March 2, 2026 By:

/s/ Priya Gupta

Acting Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

POWER OF ATTORNEY

3 unchanged sentences

( Principal Executive Officer )

February 27, 2025

March 2, 2026

Adam Goldstein

1 unchanged sentence

Acting Chief Financial Officer

( Principal Financial and Accounting Officer )

February 27, 2025

( Principal Financial Officer )

March 2, 2026

/s/ Harsh Rungta

Senior Vice President Finance and Chief Accounting Officer

( Principal Accounting Officer )

March 2, 2026

/s/ Deborah Diaz

February 27, 2025

March 2, 2026

/s/ Fred Diaz

February 27, 2025

March 2, 2026

/s/ Oscar Munoz

February 27, 2025

March 2, 2026

/s/ Barbara J.

February 27, 2025

March 2, 2026

/s/ Maria Pinelli

February 27, 2025

March 2, 2026

Maria Pinelli

/s/ Michael Spellacy

February 27, 2025

March 2, 2026

Michael Spellacy

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures