ACHR filing — read by section

Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 
 
 
 Index to Consolidated Financial Statements 
 
 Page 
 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 
 35 
 
 Consolidated Balance Sheets 
 37 
 
 Consolidated Statements of Operations 
 38 
 
 Consolidated Statements of Comprehensive Loss 
 39 
 
 Consolidated Statements of Stockholders’ Equity 
 40 
 
 Consolidated Statements of Cash Flows 
 42 
 
 Notes to Consolidated Financial Statements 
 44 
 

 
 
 34 

 
 Table of Contents 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
 
 To the Board of Directors and Stockholders of Archer Aviation Inc. 
 Opinions on the Financial Statements and Internal Control over Financial Reporting 
 We have audited the accompanying consolidated balance sheets of Archer Aviation Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 
 Basis for Opinions 
 The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 
 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 
 Definition and Limitations of Internal Control over Financial Reporting 
 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
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 Critical Audit Matters 
 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 
 Acquisition of Hawthorne Airport – Valuation of Option to Acquire the FBO Business 
 As described in Note 4 to the consolidated financial statements, on December 8, 2025, the Company completed the acquisition of certain lease agreements, operating rights, and development rights related to Hawthorne Airport in Hawthorne, California for total purchase consideration of $ 127.1 million. As part of the acquisition, the Company acquired an option to purchase seventy-five percent (75.0%) of the fixed base operator (“FBO”) business operating at Hawthorne Airport for a fixed exercise price of $25.0 million, exercisable at any time prior to December 31, 2026. The option represents a contractual right and was recorded at its estimated fair value of $44.8 million as of the acquisition date. The fair value of the FBO purchase option was estimated using an income-based valuation approach, which considers the expected future cash flows based on projected revenues, operating margins, and the discount rate. 
 The principal considerations for our determination that performing procedures relating to the valuation of the option to acquire the FBO business in the acquisition of Hawthorne Airport is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the option to acquire the FBO business; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, operating margin, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 
 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the option to acquire the FBO business. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the option to acquire the FBO business; (iii) evaluating the appropriateness of the income-based valuation approach used by management; (iv) testing the completeness and accuracy of the underlying data used in the income-based valuation approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, operating margins, and the discount rate. Evaluating management’s assumptions related to projected revenues and operating margins involved considering (i) the current and past performance of the FBO business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income-based valuation approach and (ii) the reasonableness of the discount rate assumption. 
 /s/ PricewaterhouseCoopers LLP 
 
 
 San Jose, California 
 March 2, 2026 
 We have served as the Company’s auditor since 2020. 
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 Table of Contents 

 Archer Aviation Inc. 
 Consolidated Balance Sheets 
 (In millions, except share and per share data) 
 
 As of December 31, 
 2025 2024 
 Assets 
 Current assets 
 Cash and cash equivalents $ 1,021.5 $ 834.5 
 Restricted cash 7.3 6.8 
 Short-term investments 943.2 — 
 Prepaid expenses 47.3 12.5 
 Other current assets 56.8 4.6 
 Total current assets 2,076.1 858.4 
 Property and equipment, net 253.6 126.8 
 Intangible assets, net 80.2 0.3 
 Right-of-use assets 40.8 8.1 
 Goodwill 
 0.1 — 
 Other long-term assets 15.1 7.6 
 Total assets $ 2,465.9 $ 1,001.2 
 Liabilities and Stockholders’ Equity 
 Current liabilities 
 Accounts payable $ 30.2 $ 14.6 
 Current portion of lease liabilities 5.3 3.7 
 Accrued expenses and other current liabilities 68.1 52.8 
 Current portion of debt 0.8 — 
 Total current liabilities 104.4 71.1 
 Debt, net of current portion 79.5 64.0 
 Lease liabilities, net of current portion 36.3 11.3 
 Warrant liabilities 29.9 89.4 
 Other long-term liabilities 13.0 12.8 
 Total liabilities 263.1 248.6 
 Commitments and contingencies (Note 7) 
 
 Stockholders’ equity 
 
 Class A common stock, $ 0.0001 par value; 1,400,000,000 and 1,400,000,000 shares authorized as of December 31, 2025 and 2024, respectively; 744,046,194 and 503,777,464 shares issued and outstanding as of December 31, 2025 and 2024, respectively 
 0.1 0.1 
 
 Additional paid-in capital 4,507.9 2,438.4 
 Accumulated deficit ( 2,303.8 ) ( 1,685.6 ) 
 Accumulated other comprehensive loss ( 1.4 ) ( 0.3 ) 
 Total stockholders’ equity 2,202.8 752.6 
 Total liabilities and stockholders’ equity 
 $ 2,465.9 $ 1,001.2 

 See accompanying notes to consolidated financial statements. 
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 Table of Contents 

 Archer Aviation Inc. 
 Consolidated Statements of Operations 
 (In millions, except share and per share data) 
 
 Year Ended December 31, 
 2025 2024 2023 
 Revenue 
 $ 0.3 $ — $ — 
 
 Operating expenses 
 Cost of revenue 
 0.3 — — 
 Research and development 493.9 357.7 276.4 
 General and administrative 235.4 152.0 168.4 
 Other warrant expense — — 2.1 
 Total operating expenses 729.6 509.7 446.9 
 Loss from operations ( 729.3 ) ( 509.7 ) ( 446.9 ) 
 Other income (expense), net 58.6 ( 48.8 ) ( 26.9 ) 
 Interest income, net 52.8 21.9 16.4 
 Loss before income taxes ( 617.9 ) ( 536.6 ) ( 457.4 ) 
 Income tax expense ( 0.3 ) ( 0.2 ) ( 0.5 ) 
 Net loss $ ( 618.2 ) $ ( 536.8 ) $ ( 457.9 ) 
 
 Net loss per share, basic and diluted $ ( 0.99 ) $ ( 1.42 ) $ ( 1.69 ) 
 Weighted-average shares outstanding, basic and diluted 624,307,768 376,734,395 270,408,132 

 See accompanying notes to consolidated financial statements. 
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 Table of Contents 

 Archer Aviation Inc. 
 Consolidated Statements of Comprehensive Loss 
 (In millions) 
 
 Year Ended December 31, 
 2025 2024 2023 
 Net loss $ ( 618.2 ) $ ( 536.8 ) $ ( 457.9 ) 
 Other comprehensive loss: 
 
 Unrealized gain (loss) on available-for-sale securities, net of tax 
 ( 1.3 ) — 0.8 
 Foreign currency translation gain (loss) 
 0.2 ( 0.3 ) — 
 Total other comprehensive loss 
 ( 1.1 ) ( 0.3 ) 0.8 
 Comprehensive loss, net of tax 
 $ ( 619.3 ) $ ( 537.1 ) $ ( 457.1 ) 

 See accompanying notes to consolidated financial statements. 
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 Table of Contents 

 Archer Aviation Inc. 
 Consolidated Statements of Stockholders’ Equity 
 (In millions, except share data) 
 
 Common Stock Additional 
 Paid-in 
 Capital 
 Accumulated 
 Deficit 
 Accumulated 
 Other 
 Comprehensive 
 Loss 
 Total 
 Class A 
 Class B 
 
 Shares Amount Shares Amount 
 
 
 
 
 
 
 
 
 
 
 Balance as of December 31, 2022 177,900,738 — 63,738,197 — 1,185.0 ( 690.9 ) ( 0.8 ) 493.3 
 Conversion of Class B common stock to Class A common stock 26,449,869 — ( 26,449,869 ) — — — — — 
 Issuance of Class A common stock 1,985,559 — — — 11.6 — — 11.6 
 Issuance of restricted stock units and restricted stock expense 7,405,542 — — — ( 6.6 ) — — ( 6.6 ) 
 Exercise of stock options 1,149,934 — 877,287 — 0.2 — — 0.2 
 Issuance of warrants and warrant expense — — — — 46.0 — — 46.0 
 Exercise of warrants 2,942,778 — — — — — — — 
 Common stock withheld related to net share settlement of equity awards ( 1,378,367 ) — — — ( 3.5 ) — — ( 3.5 ) 
 Common stock issued under employee stock purchase plan 1,228,632 — — — 2.9 — — 2.9 
 Common stock issued under stock purchase agreement 18,650,273 — — — 89.6 — — 89.6 
 Common stock issued under at-the-market program 3,109,097 — — — 19.5 — — 19.5 
 PIPE financing 26,173,286 — — — 139.0 — — 139.0 
 Stock-based compensation — — — — 32.2 — — 32.2 
 Net loss — — — — — ( 457.9 ) — ( 457.9 ) 
 Other comprehensive income — — — — — — 0.8 0.8 
 Balance as of December 31, 2023 265,617,341 — 38,165,615 — 1,515.9 ( 1,148.8 ) — 367.1 
 Conversion of Class B common stock to Class A common stock 43,434,962 — ( 43,434,962 ) — — — — — 
 Issuance of Class A common stock 1,685,994 — — — 5.9 — — 5.9 
 Issuance of restricted stock units and restricted stock expense 13,774,204 — 5,002,306 — 46.5 — — 46.5 
 Exercise of stock options 732,072 — 267,041 — — — — — 
 Issuance of warrants and warrant expense — — — — 55.2 — — 55.2 

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 Table of Contents 

 
 Common Stock Additional 
 Paid-in 
 Capital 
 Accumulated 
 Deficit 
 Accumulated 
 Other 
 Comprehensive 
 Loss 
 Total 
 Class A 
 Class B 
 
 Shares Amount Shares Amount 
 Exercise of warrants 13,242,767 — — — — — — — 
 Common stock issued under employee stock purchase plan 1,723,996 — — — 4.8 — — 4.8 
 Common stock issued under stock purchase agreement 17,401,153 — — — 53.5 — — 53.5 
 Common stock issued under at-the-market program 32,971,617 — — — 137.8 — — 137.8 
 PIPE financing 113,193,358 0.1 — — 565.7 — — 565.8 
 Stock-based compensation — — — — 53.1 — — 53.1 
 Net loss — — — — — ( 536.8 ) — ( 536.8 ) 
 Other comprehensive loss — — — — — — ( 0.3 ) ( 0.3 ) 
 Balance as of December 31, 2024 503,777,464 $ 0.1 — $ — $ 2,438.4 $ ( 1,685.6 ) $ ( 0.3 ) $ 752.6 
 Issuance of Class A common stock 15,045,913 — — — 126.8 — — 126.8 
 Issuance of restricted stock units and restricted stock expense 14,937,101 — — — 22.5 — — 22.5 
 Exercise of stock options 416,394 — — — — — — — 
 Issuance of warrants and warrant expense — — — — 4.3 — — 4.3 
 Exercise of warrants 61,000 — — — — — — — 
 Common stock issued under employee stock purchase plan 1,154,358 — — — 7.4 — — 7.4 
 Common Stock issued under at-the-market program 3,921,875 — — — 46.4 — — 46.4 
 PIPE financing 2,982,089 — — — 9.6 — — 9.6 
 Registered direct offerings 201,750,000 — — — 1,731.2 — — 1,731.2 
 Stock-based compensation — — — — 121.3 — — 121.3 
 Net loss — — — — — ( 618.2 ) — ( 618.2 ) 
 Other comprehensive loss — — — — — — ( 1.1 ) ( 1.1 ) 
 Balance as of December 31, 2025 744,046,194 $ 0.1 — $ — $ 4,507.9 $ ( 2,303.8 ) $ ( 1.4 ) $ 2,202.8 

 See accompanying notes to consolidated financial statements. 
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 Archer Aviation Inc. 
 Consolidated Statements of Cash Flows 
 (In millions) 
 
 Year Ended December 31, 
 2025 2024 2023 
 Cash flows from operating activities 
 Net loss $ ( 618.2 ) $ ( 536.8 ) $ ( 457.9 ) 
 Adjustments to reconcile net loss to net cash used in operating activities: 
 Depreciation and amortization 
 20.0 11.7 6.5 
 Debt discount and issuance cost amortization 0.1 — 0.7 
 Stock-based compensation expense 223.5 108.8 45.2 
 Change in fair value of warrant liabilities and other warrant costs ( 59.5 ) 49.5 32.9 
 Gain on issuance of common stock 
 — ( 1.5 ) ( 3.6 ) 
 Non-cash lease expense 4.5 3.0 3.8 
 Research and development warrant expense 3.3 8.1 17.5 
 General and administrative warrant expense — 0.2 — 
 Other warrant expense — — 2.1 
 Technology and dispute resolution agreements expense 
 — 5.6 70.3 
 
 Amortization (accretion) of short-term investments purchased at a premium (discount) 0.6 — ( 2.3 ) 
 Changes in operating assets and liabilities: 
 Prepaid expenses ( 12.2 ) ( 4.0 ) 1.9 
 Other current assets ( 6.2 ) ( 4.1 ) 0.8 
 Other long-term assets ( 3.1 ) ( 2.4 ) ( 5.0 ) 
 Accounts payable 8.8 ( 0.1 ) 9.2 
 Accrued expenses and other current liabilities 16.5 ( 4.3 ) 2.3 
 Operating lease right-of-use assets and lease liabilities, net ( 6.1 ) ( 3.3 ) 2.4 
 Other long-term liabilities ( 4.9 ) 1.0 1.6 
 Net cash used in operating activities ( 432.9 ) ( 368.6 ) ( 271.6 ) 
 Cash flows from investing activities 
 Purchase of property and equipment ( 78.8 ) ( 82.0 ) ( 44.3 ) 
 Purchase of short-term investments ( 1,048.1 ) — — 
 Proceeds from maturities of short-term investments 103.0 — 465.0 
 Acquisition of intangible assets ( 26.2 ) — — 
 Business acquisition, net ( 125.9 ) — — 
 Net cash provided by (used in) investing activities 
 ( 1,176.0 ) ( 82.0 ) 420.7 
 Cash flows from financing activities 
 Proceeds from issuance of debt — 57.5 7.5 
 Repayment of long-term debt 
 — — ( 10.0 ) 
 Payment of debt issuance costs — ( 0.7 ) ( 0.3 ) 
 Payments for taxes related to net share settlement of equity awards 
 — — ( 3.5 ) 
 Proceeds from PIPE financing 10.0 590.1 145.0 
 
 Proceeds from shares issued under at-the-market program 46.3 138.3 20.7 
 
 
 Proceeds from shares issued under employee stock purchase plan 
 7.4 4.8 2.9 
 Proceeds from issuance of common stock 1,801.8 55.0 95.0 
 Payment of offering costs in connection with financing activities 
 ( 69.1 ) ( 24.6 ) ( 7.2 ) 
 Net cash provided by financing activities 
 1,796.4 820.4 250.1 
 
 Net increase in cash, cash equivalents, and restricted cash 
 187.5 369.8 399.2 
 Cash, cash equivalents, and restricted cash, beginning of period 841.3 471.5 72.3 
 Cash, cash equivalents, and restricted cash, end of period $ 1,028.8 $ 841.3 $ 471.5 
 
 Supplemental Cash Flow Information: 
 Cash paid for interest $ 4.1 $ 2.5 $ 0.8 
 Non-cash investing and financing activities: 
 Purchases of property and equipment included in accounts payable and accrued expenses $ 12.4 $ 7.8 $ 10.8 

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 Year Ended December 31, 
 2025 2024 2023 
 Purchases of property and equipment in common stock $ 7.4 $ — $ — 
 Purchases of intangible assets in common stock 
 $ 9.8 $ — $ — 
 Payment of offering costs in connection with financing activities in common stock $ 1.9 $ — $ — 

 See accompanying notes to consolidated financial statements. 
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 Archer Aviation Inc. 
 Notes to Consolidated Financial Statements 

 
 
 
 Note 1 - Description of Business and Basis of Presentation 
 Description of Business 
 Archer Aviation Inc. (the “Company”), a Delaware corporation headquartered in Silicon Valley, California, is an aerospace company focused on the development of advanced aviation technologies and aircraft. The Company’s primary product is an electric vertical take-off and landing (“eVTOL”) aircraft. The Company plans to operate two primary lines of business: (i) a commercial business, which is expected to include the sale of commercial aircraft and related technologies and services, a direct-to-consumer air taxi services in select metropolitan areas worldwide, and aviation hangar leases at Hawthorne Municipal Airport, California (“Hawthorne Airport”); and (ii) a defense business, which is expected to include the sale of aircraft and related technologies for defense applications. 
 Business Combination 
 The Company went public through a de-SPAC transaction in September 2021 as a result of the merger agreement that was entered into in February 2021 (the “Business Combination Agreement”) by Archer Aviation Inc., a Delaware corporation (that existed prior to the closing of the Business Combination (as defined below), “Legacy Archer”), Atlas Crest Investment Corp., a Delaware Corporation (“Atlas”) and Artemis Acquisition Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Atlas (“Merger Sub”). A business combination of Legacy Archer and Atlas was effected by the merger of Merger Sub with and into Legacy Archer, with Legacy Archer surviving the merger as a wholly-owned subsidiary of Atlas (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Following the Business Combination on September 16, 2021, Legacy Archer changed its name to Archer Aviation Operating Corp., and Atlas changed its name to Archer Aviation Inc. and it became the successor registrant with the Securities and Exchange Commission (“SEC”). The Company’s Class A common stock and public warrants are listed on the NYSE under the symbols “ACHR” and “ACHR WS,” respectively. 
 Basis of Presentation 
 The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) on a going concern basis. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 
 Liquidity and Going Concern 
 Since inception, the Company has devoted substantial capital resources to the design and development of its planned aircraft, urban air mobility networks and business lines. These activities have been funded primarily through the net proceeds received from the sale of preferred and common stock to related and third parties (Note 8 - Preferred and Common Stock), and issuance of debt (Note 6 - Debt). 
 Through December 31, 2025, the Company has incurred cumulative operating losses, generated negative cash flows from operating activities, and accumulated a deficit of $ 2,303.8 million. As of December 31, 2025, the Company had cash, cash equivalents and short-term investments of $ 1,964.7 million, which management believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date these consolidated financial statements were issued. 
 There can be no assurance that the Company will be successful in achieving its business plans, that the Company’s current capital will be sufficient to support its ongoing business plans, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company’s business plans require it to raise additional capital, but the Company is unable to do so, it may be required to alter, or scale back its aircraft design, development and certification programs, as well as its manufacturing capabilities, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve the Company’s intended business plans. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. 
 Use of Estimates 
 The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and assumptions due to risks and uncertainties. Such 
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 Archer Aviation Inc. 
 Notes to Consolidated Financial Statements 

 estimates include, but are not limited to (i) realization of deferred tax assets and estimates of tax liabilities, (ii) fair value and useful life of acquired intangible assets, (iii) fair value of assets acquired and liabilities assumed in business combinations, (iv) fair value of share-based payments, (v) fair value and useful lives of long-lived assets, and (vi) incremental borrowing rate used for right-of-use assets and lease liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates often require the selection of appropriate valuation methodologies and models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results could materially differ from those estimates due to risks and uncertainties. 
 
 Note 2 - Summary of Significant Accounting Policies 
 Cash, Cash Equivalents, and Restricted Cash 
 Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents included money market funds of $ 883.3 million and $ 729.9 million, respectively. 
 Restricted cash consists primarily of cash held as security for the Company’s standby letters of credit. Refer to Note 7 - Commitments and Contingencies for additional information. 
 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that sum to amounts reported on the consolidated statements of cash flows: 
 
 As of December 31, 
 (in millions) 
 
 2025 2024 
 Cash and cash equivalents $ 1,021.5 $ 834.5 
 Restricted cash 7.3 6.8 
 Total cash, cash equivalents, and restricted cash $ 1,028.8 $ 841.3 

 Short-term Investments 
 The Company classifies investments in marketable securities as available-for-sale investments and records these marketable securities at fair value. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All highly liquid investments with original maturities of 90 days or less from the date of purchase are classified as cash equivalents, while all others are presented within current assets since these investments represent funds available for current operations and the Company has the ability and intent, if necessary, to liquidate any of these investments within one year. Short-term investments are recorded at fair value, with the unrealized gains or losses unrelated to credit loss factors included in accumulated other comprehensive loss, net of tax. Realized gains and losses and declines in value determined to be other than temporary based on the specific identification method are reported in other income (expense), net in the consolidated statements of operations. 
 The Company periodically reviews whether the securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company records an impairment loss associated with the impaired investment. The impairment loss will be recorded as a write-down of investments in the consolidated balance sheets and a realized loss within other income (expense), net in the consolidated statements of operations. There were no credit-related impairments recognized on the Company’s short-term investments during the periods presented. 
 For purposes of identifying and measuring impairment, the policy election was made to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable interest receivable of $ 6.7 million, net of the allowance for credit losses, if any, is recorded in other current assets on the consolidated balance sheet as of December 31, 2025. 
 Fair Value Measurements 
 The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other 
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 Archer Aviation Inc. 
 Notes to Consolidated Financial Statements 

 assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: 
 Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. 
 Level 2 Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. 
 Level 3 Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. 
 The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. 
 The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions): 
 
 As of December 31, 2025 
 As of December 31, 2024 
 
 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 
 Assets: 
 Cash and cash equivalents: 
 
 Money market funds $ 883.3 $ — $ — $ 729.9 $ — $ — 
 Short-term investments: 
 
 U.S. Treasuries 
 703.8 — — — — — 
 Corporate debt securities 
 — 239.4 — — — — 
 Other current assets 
 
 Option to acquire FBO 
 — — 44.8 — — — 
 Total assets measured at fair value 
 $ 1,587.1 $ 239.4 $ 44.8 $ 729.9 $ — $ — 
 
 Liabilities: 
 Warrant liabilities 
 
 Public warrants 
 $ 19.9 $ — $ — $ 56.0 $ — $ — 
 Private placement warrants 
 — — 10.0 — — 33.4 
 Total liabilities measured at fair value 
 $ 19.9 $ — $ 10.0 $ 56.0 $ — $ 33.4 

 Cash and Cash Equivalents 
 The Company classifies its money market funds as Level 1 because they are valued based on quoted market prices in active markets. 
 Short-term Investments 
 The Company’s short-term investments consist of high quality investment grade marketable securities and are classified as available-for-sale. The Company classifies its investments in U.S. Treasury securities as Level 1 because they are valued using quoted market prices in active markets. The Company classifies its investments in corporate debt securities as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. 
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 Archer Aviation Inc. 
 Notes to Consolidated Financial Statements 

 The following tables present a summary of the Company’s cash equivalents and short-term investments as of December 31, 2025 (in millions): 
 
 As of December 31, 2025 
 
 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value 
 Cash and cash equivalents: 
 
 Money market funds $ 883.3 $ — $ — $ 883.3 
 Short-term investment 
 
 U.S. Treasuries 
 704.6 — ( 0.8 ) 703.8 
 Corporate debt securities 
 239.9 — ( 0.5 ) 239.4 
 Total $ 1,827.8 $ — $ ( 1.3 ) $ 1,826.5 

 The following tables present a summary of the Company’s cash equivalents and short-term investments as of December 31, 2024 (in millions): 
 
 As of December 31, 2024 
 
 Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value 
 Cash equivalents: 
 
 Money market funds $ 729.9 $ — $ — $ 729.9 
 Total $ 729.9 $ — $ — $ 729.9 

 The unrealized losses related to the Company’s short-term investments were primarily due to changes in interest rates and not due to increased credit risk or other valuation concerns. The Company had no other-than-temporary impairments for the year ended December 31, 2025. 
 Public Warrants 
 The measurement of the public warrants as of December 31, 2025 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “ACHR WS”. The quoted price of the public warrants was $ 1.15 and $ 3.22 per warrant as of December 31, 2025 and 2024, respectively. 
 Private Placement Warrants 
 The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected volatility, expected exercise term, risk-free interest rate, and dividend yield. 
 The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows: 
 
 Input December 31,
2025 December 31,
2024 
 Stock price $ 7.52 $ 9.75 
 Strike price $ 11.50 $ 11.50 
 Term (in years) 0.71 
 1.7 
 Risk-free rate 3.5 % 4.2 % 
 Volatility 89.1 % 92.1 % 
 Dividend yield 0.0 % 0.0 % 

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 The following table presents the change in fair value of the Company’s Level 3 private placement warrants liability during the years ended December 31, 2025 and 2024 (in millions): 
 
 
 
 Balance as of December 31, 2023 
 $ 14.5 
 Change in fair value 18.9 
 Balance as of December 31, 2024 
 33.4 
 Change in fair value ( 23.4 ) 
 Balance as of December 31, 2025 
 $ 10.0 

 In connection with the change in fair value of the Company’s private placement warrants liability, the Company recognized a gain of $ 23.4 million and a loss of $ 18.9 million and a loss $ 12.0 million during the years ended December 31, 2025, 2024 and 2023, respectively, within other income (expense), net in the consolidated statements of operations. Refer to Note 11 - Warrants for additional information about the private placement warrants. 
 Option to Acquire FBO 
 In connection with the acquisition of Hawthorne Airport on December 8, 2025, the Company recorded an option to acquire a 75 % ownership interest in the fixed-base operator (“FBO”) business operating at the airport for an exercise price of $ 25.0 million. The Company utilizes a Black-Scholes model for the valuation of the option at each reporting period, with changes in fair value recognized in the other income (expense), net in the consolidated statements of operations. The estimated fair value of the option is determined using Level 3 inputs. Inherent in a Black-Scholes model are assumptions related to projected future cash flows of the underlying FBO business, expected volatility, expected life, risk-free interest rate, and dividend yield. 
 As the option was initially recorded near year-end, changes in fair value subsequent to initial recognition were not material as of December 31, 2025. The option is exercisable through December 31, 2026 and is therefore classified within other current assets in the consolidated balance sheet. 
 The key inputs into the Black-Scholes model for the option to acquire FBO business are as follows: 
 
 Input December 8,
2025 
 
 Strike price (in millions) 
 $ 25.0 
 Term (in years) 0.2 
 
 Risk-free rate 3.8 % 
 Volatility 50.0 % 
 Dividend yield 0.0 % 

 Financial Instruments Not Recorded at Fair Value on a Recurring Basis 
 Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated balance sheets. The fair value of debt as of December 31, 2025 approximates its carrying value (Level 2). Refer to Note 6 - Debt for additional information. 
 Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis 
 Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review. 
 Property and Equipment, Net 
 Property and equipment are stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterment are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the consolidated statements of operations. 
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 Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: 
 
 Useful Life 
 (In years) 
 
 Building 30 - 40 
 
 Equipment 
 5 
 Computer hardware and software 
 3 
 Leasehold improvements 
 Shorter of lease term or the asset standard life 
 
 
 

 Impairment of Long-Lived Assets 
 The Company reviews its long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company did not identify any events or changes in circumstances that would indicate that the Company’s long-lived assets may be impaired and therefore determined there was no impairment of long-lived assets during all periods presented. 
 Cloud Computing Arrangements 
 The Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. As of December 31, 2025 and 2024, the net carrying amounts of the Company’s capitalized cloud computing implementation costs were $ 5.3 million and $ 5.9 million, respectively. 
 Intangible Assets, Net 
 Intangible assets consist solely of domain names, acquired patents and other purchased intangible assets, and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. The intangible assets are amortized over their useful lives ranging from 10 to 30 years on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, no event has occurred and indicated that it is more likely than not that an impairment loss has been incurred. Therefore, the Company did no t record any impairment charges for its intangible assets for the years ended December 31, 2025, 2024 and 2023. 
 As of December 31, 2025 and 2024, the net carrying amounts for intangible assets were $ 80.2 million and $ 0.3 million, respectively, and were recorded in the Company’s consolidated balance sheets. 
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 The Company’s purchased intangible assets of December 31, 2025 and 2024 were as follows (in millions): 
 
 December 31, 2025 December 31, 2024 
 Gross 
 Additions 
 Accumulated Amortization 
 Net 
 Gross 
 Accumulated Amortization Net 
 Intangible assets: 
 
 Domain name 
 $ 0.5 $ — $ ( 0.2 ) $ 0.3 $ 0.5 $ ( 0.2 ) $ 0.3 
 Patents 
 — 36.0 ( 0.8 ) 35.2 — — — 
 Operating rights 
 44.8 ( 0.1 ) 44.7 
 Total purchased intangible assets 
 0.5 80.8 ( 1.1 ) 80.2 0.5 ( 0.2 ) 0.3 

 The weighted-average useful life of the acquired patents and operating rights for the year ended December 31, 2025 was approximately 10 years and 30 years, respectively. The weighted-average useful life of intangible assets in total for the year ended December 31, 2025 was approximately 21 years. 
 Amortization expense related to intangible assets are as follows: 
 
 Year Ended December 31, 
 2025 2024 
 Domain name (1) 
 $ — $ 0.1 
 Patents 
 0.8 — 
 Operating rights 
 0.1 — 
 Total amortization expense 
 $ 0.9 $ 0.1 

 (1) The amortization related to domain name is less than $ 0.1 million for the year ended December 31, 2025. 
 The expected future annual amortization expense of intangible assets as of December 31, 2025 is presented below (in millions): 
 
 2026 $ 5.2 
 2027 5.2 
 2028 5.2 
 2029 5.2 
 2030 5.2 
 Thereafter 54.2 
 Total 
 $ 80.2 

 Business Combinations 
 The Company allocates the acquisition purchase price to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. Allocation of the purchase price requires significant estimates in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. Critical estimates include, but are not limited to, future expected cash flows, discount rates and expenses associated with an asset. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which may not be later than one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. 
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 Goodwill 
 Goodwill results from the purchase consideration paid in excess of the fair value of the net assets recorded in connection with business acquisitions. Goodwill is not amortized but is assessed for potential impairment at least annually during the fourth quarter of each fiscal year or between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Goodwill is tested at the reporting unit level, which the Company has determined to be the same as the entity as a whole (entity level). The Company first performs qualitative assessment to determine whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying value, an impairment analysis will be performed. 
 Contract Liabilities 
 The Company records contract liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. Contract liabilities consisted of the following (in millions): 
 
 Year Ended December 31, 
 2025 2024 
 Current portion of contract liabilities 
 $ 1.3 $ 0.9 
 Contract liabilities, net of current portion 
 10.0 11.8 
 Total $ 11.3 $ 12.7 

 Current portion of contract liabilities is recorded in accrued expenses and other current liabilities and contract liabilities, net of current portion is recorded in other long-term liabilities in the Company’s consolidated balance sheets. As of December 31, 2025 and 2024, the Company’s contract liabilities included a $ 10.0 million pre-delivery payment received from United Airlines, Inc. (“United”) under the terms of the Amended United Purchase Agreement (defined below) (see Note 11 - Warrants), and installment payments received under a contract order with the United States Air Force (the “USAF”) for the design, development, and ground test of the Company’s production aircraft, Midnight, of $ 0.0 million and $ 1.8 million, respectively. No revenue related to these contract liabilities were recognized during the years ended December 31, 2025, 2024 and 2023. 
 Revenue 
 Lease Revenue 
 The Company accounts for lease arrangements in accordance with ASC 842, Leases. Lease revenue is recognized for arrangements in which the Company is the lessor. The Company’s lease arrangements primarily consist of the lease of hangar space at Hawthorne Airport and are classified as operating leases with lease income recognized as earned over each monthly lease period beginning on the lease commencement date as most the leases are month-to-month. 
 Lease revenue excludes amounts collected from lessees for taxes and other amounts assessed by governmental authorities. The Company does not have lease arrangements classified as sales-type or direct financing leases. 
 Operating Expenses 
 Cost of Revenue 
 Cost of revenue related to sublease revenue is included within operating expenses and primarily consists of master ground lease payments, utilities, property taxes, and insurance associated with the leased hangar space. Master ground lease payments are accounted for in accordance with ASC 842, Leases, while utilities, property taxes, and insurance are recognized as incurred. These costs are directly attributable to the operation and maintenance of the underlying leased asset used to generate lease revenue. 
 Research and Development 
 Research and development (“R&D”) costs are expensed as incurred and are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation expense for employees focused on R&D activities, costs associated with building prototype aircraft, other related costs, depreciation, and an allocation of general overhead. R&D efforts focus on the design and development of the Company’s eVTOL aircraft, including certain of the systems that are used in it. 
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 General and Administrative 
 General and administrative expenses are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation expense for employees associated with the Company’s administrative services such as finance, legal, human resources, and information technology, other related costs, depreciation, and an allocation of general overhead. General and administrative expenses include charges relating to the Technology and Dispute Resolution Agreements (as defined in Note 7 - Commitments and Contingencies) expense for the years ended December 31, 2025 and 2024, and stock-based compensation expense related to restricted stock units (“RSUs”) granted to the Company’s founders pursuant to the terms and conditions of the Business Combination Agreement immediately prior to closing (each, a “Founder Grant” and collectively, the “Founder Grants”) for the years ended December 31, 2025, 2024 and 2023. Refer to Note 7 - Commitments and Contingencies and Note 9 - Stock-Based Compensation for additional information. 
 Other Warrant Expense 
 Other warrant expense consists entirely of non-cash expense related to the warrants issued in conjunction with the execution of the United Purchase Agreement, United Collaboration Agreement, and United Warrant Agreement with United. Refer to Note 11 - Warrants for additional information. 
 Stock-Based Compensation 
 The Company’s stock-based compensation awards consist of options granted to employees and non-employees and RSUs granted to employees, directors, and non-employees that convert into shares of the Company’s Class A common stock upon vesting. The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation . ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards made to employees, directors, and non-employees to be based on the grant date fair values of the awards. 
 Fair Value of Common Stock 
 The fair value of the Company’s common stock is based on the closing price of the Company’s Class A common stock, as quoted on the NYSE, on the date of grant. 
 Leases 
 The Company accounts for leases in accordance with ASC 842, Leases , and determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. 
 Lease expense for leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. In addition, the Company has elected as an accounting policy, the practical expedient to not separate lease and non-lease components within a contract and instead treat it as a single lease component. Operating leases are included in ROU assets, current portion of lease liabilities, and lease liabilities, net of current portion in the Company’s consolidated balance sheets. 
 Income Taxes 
 The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. Significant judgment is applied when assessing the need for valuation allowances and includes the evaluation of historical loss adjusted for the effects of non-recurring items. Areas of estimation include consideration of future taxable income. The Company has placed a full valuation allowance against its federal and state deferred tax assets since the recovery of the assets is uncertain. Should a change in circumstances lead to a change in judgment 
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 about the utilization of deferred tax assets in future years, the adjustment related to valuation allowances would be reported as an increase to income. 
 The Company utilizes the guidance in ASC 740-10, Income Taxes , to account for uncertain tax positions. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the positions will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more-likely-than-not of being realized and effectively settled. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. 
 Net Loss Per Share 
 Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company also excludes unvested shares subject to repurchase in the number of shares outstanding in the consolidated balance sheets and statements of stockholders’ equity. 
 Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. 
 Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in the computation of basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period. 
 Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share was the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights. 
 The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share: 
 
 Year Ended December 31, 
 2025 2024 2023 
 Options to purchase common stock 1,623,752 2,118,011 3,174,114 
 Unvested restricted stock units 34,166,124 28,658,246 33,397,483 
 Warrants 33,595,159 38,347,301 52,011,560 
 Shares issuable under the Employee Stock Purchase Plan (Note 9) 
 949,538 527,764 931,412 
 Total 70,334,573 69,651,322 89,514,569 

 Segments 
 Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as a single operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis. The CODM uses net loss for purposes of making operating decisions, allocating resources, and evaluating financial performance. Given the Company’s pre-commercialization operating stage, it currently has no concentration exposure to products, services, or customers. Segment asset information is not regularly provided to the CODM to allocate resources. 
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 The following table presents significant expenses provided to the CODM (in millions): 
 
 Year Ended December 31, 
 2025 2024 2023 
 Revenue 
 $ 0.3 $ — $ — 
 
 Operating expenses 
 Cost of revenue 
 0.2 — — 
 Depreciation and amortization expense 
 20.0 11.7 6.5 
 Research and development warrant expense 
 3.3 8.1 17.5 
 Stock-based compensation expense 
 223.5 108.8 45.2 
 Technology and dispute resolution agreements expense 
 — 12.0 70.3 
 General and administrative warrant expense 
 — 0.2 — 
 Other research and development expense 
 378.0 290.9 224.6 
 Other general and administrative expense 
 104.6 78.0 80.7 
 Other warrant expense — — 2.1 
 Total operating expenses 729.6 509.7 446.9 
 Loss from operations ( 729.3 ) ( 509.7 ) ( 446.9 ) 
 Other income (expense), net 58.6 ( 48.8 ) ( 26.9 ) 
 Interest income, net 52.8 21.9 16.4 
 Loss before income taxes ( 617.9 ) ( 536.6 ) ( 457.4 ) 
 Income tax expense ( 0.3 ) ( 0.2 ) ( 0.5 ) 
 Net loss $ ( 618.2 ) $ ( 536.8 ) $ ( 457.9 ) 

 Comprehensive Loss 
 Comprehensive loss includes all changes in equity during the period from non-owner sources. The Company’s comprehensive loss consists of its net loss, its unrealized gains or losses on available-for-sale securities and foreign currency translation gains or losses. 
 Recent Accounting Pronouncements 
 Recently Adopted Accounting Pronouncements 
 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The Company adopted this standard effective for its Annual Report on Form 10-K for the year ended December 31, 2025 using a prospective approach. Refer to Note 10 - Income Taxes for further information. 
 Recently Issued Accounting Pronouncements Not Yet Adopted 
 In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires disclosure of additional information about specific expense categories in the notes to the financial statements. The update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The update can be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any of all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures within its consolidated financial statements. 
 In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which eliminated the use of software project development stages to align with modern software development methods. Under the ASU, software capitalization for internal-use software will begin when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform its intended function. The update is 
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 effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The update can be applied either (1) retrospectively, (2) prospectively, or (3) on a modified prospective basis. The Company is currently evaluating the impact of ASU 2025-06 on its disclosures within its consolidated financial statements. 
 In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10) to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance will be effective for the annual periods beginning with the year ending December 31, 2028 and for interim periods beginning January 1, 2029. Early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. The Company is currently evaluating the impact of ASU 2025-10 on its disclosures within its consolidated financial statements. 
 In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11),which clarifies the applicability of interim reporting guidance and reorganizes and clarifies interim disclosure requirements under ASC Topic 270, including the addition of a disclosure principle requiring disclosure of material events occurring since the most recent annual reporting period. The guidance will be effective for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-11 on its disclosures consolidated financial statements. 
 
 Note 3 - Property and Equipment, Net 
 Property and equipment, net, consisted of the following (in millions): 
 
 As of December 31, 
 2025 2024 
 Building $ 118.4 $ 64.4 
 Equipment 
 49.9 25.6 
 Computer hardware and software 
 9.9 7.7 
 Leasehold improvements 
 50.7 34.2 
 Construction in progress 60.0 13.3 
 Total property and equipment 288.9 145.2 
 Less: Accumulated depreciation ( 35.3 ) ( 18.4 ) 
 Total property and equipment, net $ 253.6 $ 126.8 

 The following table presents depreciation expense included in each respective expense category in the consolidated statements of operations (in millions): 
 
 Year Ended December 31, 
 2025 2024 2023 
 Cost of revenue 
 $ 0.1 $ — $ — 
 Research and development 16.5 9.8 5.3 
 General and administrative 0.4 0.5 0.5 
 Total depreciation expense $ 17.0 $ 10.3 $ 5.8 

 
 Note 4 - Business Combination 
 Acquisition of Hawthorne Airport 
 On December 8, 2025, the Company completed the acquisition of certain lease agreements, operating rights, and development rights related to Hawthorne Airport in Hawthorne, California. The acquisition included (i) the master ground lease agreement between Hawthorne Airport, LLC (“HAL”) and the City of Hawthorne covering the lease of the Hawthorne Airport; (ii) certain subleases agreements held by HAL; (iii) certain sublease held by 395 Park Place, LLC (“395 Park Place”) with third parties; (iv) an option to purchase seventy-five per cent ( 75.0 %) of the fixed base operator (“FBO") business operating at Hawthorne Airport from Advanced Air, LLC (“Advanced Air”) prior to December 31, 2026 for $ 25.0 million; and (v) rights to have 395 Park Place develop additional hangar space at the Hawthorne Airport for $ 20.4 million with payments to be made in 
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 installments based on construction progress. HAL, 395 Park Place and Advanced Air, are referred to herein collectively as the “Sellers”. 
 The acquisition was completed to establish an operational hub to support the Company’s planned Los Angeles air taxi operations and aviation technology development. The acquisition has been accounted for as a business combination under the acquisition method in accordance with ASC 805, as the acquired assets and activities included inputs and substantive processes capable of producing outputs. Accordingly, the purchase consideration was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. 
 The total purchase consideration for the acquisition was $ 127.1 million, which consisted of the following (in millions): 
 
 Cash 
 $ 125.9 
 
 Fair value of contingent consideration liability on the acquisition date 
 1.2 
 Total purchase consideration 
 $ 127.1 

 Further, the Company may be obligated to issue up to approximately $ 21.4 million in earn-out shares of the Company’s Class A common stock to certain Seller employees and 395 Park Place upon the achievement of certain performance milestones to be achieved within three years of the acquisition date. Of this amount, approximately $ 3.75 million was accounted for as contingent consideration and included in the above table as part of total purchase consideration at its estimated fair value of $ 1.2 million as of the acquisition date. The remaining earn-out amounts are accounted for as post-combination expense, as the related earn-out targets are expected to be achieved through the ongoing efforts of the Sellers and such amounts will be recognized ratably over the various estimated completion date presuming earn-out targets will be met. 
 The assumed loan bears interest at a rate of 6.3 % per annum and has an initial maturity date of April 2030, with an option to extend the maturity for an additional five years to April 2035 at an adjusted interest rate equal to the five-year U.S. Treasury rate plus 2.7 %. The loan agreement contains provisions, representations, warranties, covenants, and indemnities that are customary for secured commercial real estate debt. See Note 6 - Debt for more details. 
 The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): 
 
 Current assets 
 $ 0.1 
 Option to purchase FBO (other current assets) 
 44.8 
 Property and equipment, net 
 50.3 
 ROU asset 15.6 
 Intangible assets 44.8 
 Goodwill 
 0.1 
 Current liabilities 
 ( 0.2 ) 
 Lease liabilities ( 11.1 ) 
 Other long-term liabilities 
 ( 1.2 ) 
 
 Loan assumed (debt) ( 16.1 ) 
 Total 
 $ 127.1 

 The acquired goodwill is tax deductible and represents the excess of the purchase consideration over the aggregate fair value of identifiable net assets acquired at the acquisition date. The goodwill is primarily attributable to the assembled workforce. During the measurement period, which may not be later than one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding net offset to goodwill. 
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 The following table shows the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized: 
 
 Preliminary Fair Value Useful Life 
 (in millions) (Years) 
 
 Operating rights $ 44.8 30 
 
 Total identified intangible assets 
 $ 44.8 

 Identifiable intangible assets recognized consist of operating rights, which represent contractual rights to operate and conduct aviation-related activities, including lease of hangar space at the Hawthorne Airport facilities. The operating rights are amortized on a straight-line basis over their estimated useful lives, which generally correspond to the remaining contractual terms of the master ground lease. 
 As part of the acquisition, as described above, the Company acquired an option to purchase seventy-five percent ( 75.0 %) of the FBO business operating at Hawthorne Airport for a fixed exercise price of $ 25.0 million, exercisable at any time prior to December 31, 2026. The option represents a contractual right and was recorded at its estimated fair value of $ 44.8 million as of the acquisition date. 
 The fair value of the FBO business was estimated using an income-based valuation approach, which considers the expected future cash flows based on projected revenues, operating margins and discount rate. See Note 2 - Summary of Significant Accounting Policies for fair value determination of the option to purchase FBO business. 
 Unaudited pro forma financial information has not been presented, as the impact to the Company’s consolidated financial statements was not material. 
 The Company incurred immaterial acquisition-related costs, which were expensed as incurred and recorded within general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2025. 
 
 Note 5 - Accrued Expenses and Other Current Liabilities 
 Accrued expenses and other current liabilities consisted of the following (in millions): 
 
 As of December 31, 
 2025 2024 
 Accrued engineering services, parts and materials 
 $ 13.1 $ 12.5 
 Accrued employee costs 29.7 22.2 
 Accrued professional services 
 14.8 6.5 
 Contract liabilities - current 
 1.3 0.9 
 
 Other current liabilities 9.2 10.7 
 Total $ 68.1 $ 52.8 

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 Note 6 - Debt 
 The following table provides information regarding the Company’s debt (in millions): 
 
 As of December 31, 
 2025 2024 
 Synovus Bank loan 
 $ 65.0 $ 65.0 
 Less: unamortized discount and loan issuance costs ( 0.8 ) ( 1.0 ) 
 Carrying amount of Synovus loan 
 64.2 64.0 
 
 Banc of California 
 $ 16.1 $ — 
 Less: unamortized discount and loan issuance costs — — 
 Carrying amount of Banc of California loan 
 16.1 — 
 
 Total carrying amount of debt 
 80.3 
 Less: Current portion of Debt 
 ( 0.8 ) — 
 Debt, net of current portion 
 $ 79.5 $ 64.0 

 Synovus Bank Loan 
 On October 5, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with Synovus Bank, as administrative agent and lender, and the additional lenders from time to time (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Company may borrow up to an aggregate principal amount of up to $ 65.0 million through multiple term loan advances (together, the “Synovus Loan”) to fund the construction and development of the Company’s manufacturing facility in Covington, Georgia. 
 The Company is required to make 120 monthly interest payments from November 14, 2023 until maturity, and 84 equal monthly principal installments from November 14, 2026 until maturity. The Credit Agreement matures on the earlier of October 5, 2033 or the date on which the outstanding Synovus Loan has been declared or automatically becomes due and payable pursuant to the terms of the Credit Agreement. 
 The interest rate on the Synovus Loan is a floating rate per annum equal to secured overnight financing rate (as defined in the Credit Agreement) plus the applicable margin of 2.0 %, which increases by 5.0 % per annum upon the occurrence of an event of default. 
 The Company’s obligations under the Credit Agreement are secured by funds in a collateral account and the Credit Agreement is guaranteed by certain domestic subsidiaries of the Company. The Company may prepay with certain premium that links to the passage of time, and in certain circumstances would be required to prepay the Loan under the Credit Agreement without payment of a premium. The Credit Agreement contains customary representations and warranties, customary affirmative and negative covenants, and customary events of default. As of December 31, 2025, the Company was in compliance with all the covenants of the Credit Agreement. 
 The Company has drawn down full $ 65.0 million of the Synovus Loan as of December 31, 2025. The effective interest rate for the draw downs ranged from 6.0 % to 6.5 % and 6.7 % to 7.2 % as of December 31, 2025 and 2024, respectively. The Company incurred issuance costs of $ 1.0 million related to the loan outstanding as of December 31, 2025. The loan issuance costs will be amortized to interest expense over the contractual term of the Synovus Loan. During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 4.2 million and $ 0.1 million, respectively, including an immaterial amount related to the amortization of issuance costs within interest income, net in the consolidated statements of operations. The carrying value of the Loan, net of unamortized issuance costs of $ 0.8 million was $ 64.2 million as of December 31, 2025. 
 Banc of California Loan 
 In connection with the acquisition of Hawthorne Airport acquisition, the Company assumed the sellers’ outstanding loan with a principal balance of $ 16.1 million with Banc of California (the “Banc of California Loan”). The Banc of California Loan bears a fixed interest rate of 6.3 % per annum and has an initial maturity date of April 2030, with an option to extend the maturity for an additional five years to April 2035 at an adjusted interest rate equal to the five-year U.S. Treasury rate plus 
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 2.7 %. The Banc of California Loan is secured by a leasehold deed of trust on the properties and contains representations, warranties, covenants, and indemnities customary for secured commercial real estate debt. 
 The future scheduled principal maturities of the Debt as of December 31, 2025 are as follows (in millions): 
 
 
 2026 $ 0.9 
 2027 3.1 
 2028 3.1 
 2029 3.1 
 2030 16.8 
 Thereafter 54.1 
 Total debt payable 
 $ 81.1 

 
 Note 7 - Commitments and Contingencies 
 Operating Leases 
 The Company leases office, lab, hangar, and storage facilities under various operating lease agreements with lease periods expiring between 2025 and 2030 and generally containing periodic rent increases and various renewal and termination options. 
 The Company’s lease costs were as follows (in millions): 
 
 Year Ended December 31, 
 2025 2024 2023 
 Operating lease cost $ 7.4 $ 5.0 $ 5.7 
 Short-term lease cost 1.1 0.5 0.6 
 Total lease cost $ 8.5 $ 5.5 $ 6.3 

 The Company’s weighted-average remaining lease term and discount rate as of December 31, 2025 and 2024 were as follows: 
 
 2025 2024 
 Weighted-average remaining lease term (in months) 143 48 
 Weighted-average discount rate 14.1 % 14.4 % 

 The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of December 31, 2025 were as follows (in millions): 
 
 2026 $ 14.2 
 2027 12.0 
 2028 11.0 
 2029 10.4 
 2030 9.2 
 Thereafter 60.7 
 Total future lease payments 117.5 
 Less: leasehold improvement allowance ( 9.4 ) 
 
 Total net future lease payments 108.1 
 Less: imputed interest ( 66.5 ) 
 Present value of future lease payments $ 41.6 

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 Supplemental cash flow information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions): 
 
 Year Ended December 31, 
 2025 2024 
 Cash paid for amounts included in the measurement of lease liabilities 
 Operating cash outflows from operating leases $ 8.1 $ 5.2 
 Non-cash investing activities 
 Operating lease liabilities from obtaining right-of-use assets $ 31.9 $ 2.1 

 Finance Lease 
 In February 2023, the Company entered into a lease arrangement with the Newton County Industrial Development Authority (the “Authority”) for the Company’s manufacturing facilities to be constructed in Covington, Georgia. In connection with the lease arrangement, the Authority issued a taxable revenue bond (the “Bond”), which was acquired by the Company. The arrangement is structured so that the Company’s lease payments to the Authority equal and offset the Authority’s bond payments to the Company. Accordingly, the Company offsets the finance lease obligation and the Bond on its consolidated balance sheets. 
 Letters of Credit 
 On February 28, 2023, in conjunction with a project agreement that the Company entered into with the City of Covington and the Authority for the Company’s manufacturing facilities to be constructed in Covington, Georgia, the Company entered into a standby letter of credit in the amount of $ 3.5 million in favor of the City of Covington, to guarantee certain performance obligations. The standby letter of credit expires on March 31, 2035. 
 As of December 31, 2025, the Company had standby letters of credit in the aggregate outstanding amount of $ 6.3 million, secured with restricted cash. 
 Litigation 
 During the ordinary course of the business, the Company may be subject to legal proceedings, various claims, and litigation. Such proceedings can be costly, time consuming, and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations. 
 Wisk Litigation and Technology and Dispute Resolution Agreements 
 On April 6, 2021, Wisk Aero LLC (“Wisk”) brought a lawsuit against the Company in the United States District Court for the Northern District of California alleging misappropriation of trade secrets and patent infringement. The Company filed certain counterclaims for defamation, tortious interference and unfair competition. 
 On August 10, 2023, the Company, the Boeing Company (“Boeing”) and Wisk entered into a series of agreements that provide for, among other things, certain investments by Boeing into the Company and an autonomous flight technology collaboration between Wisk and the Company, the issuance of certain warrants to Wisk and resolution of the federal and state court litigation between the parties (the “Technology and Dispute Resolution Agreements”). 
 Pursuant to the Technology and Dispute Resolution Agreements, the Company issued Wisk a warrant to purchase up to 13,176,895 shares of the Company’s Class A Common Stock with an exercise price of $ 0.01 per share (the “Wisk Warrant”). 
 The Company recorded the initial vested tranche of shares underlying the warrant within equity at its fair value and recognized technology and dispute resolution agreements expense for the initial vested tranche of shares upon the issuance of the Wisk Warrant. The Company recorded the unvested portion of shares underlying the Wisk Warrant (the “Second Tranche”) as liabilities at their fair value and adjusted the Wisk Warrant to fair value at each reporting period. This liability was subjected to remeasurement at each balance sheet date until exercised, and any change in fair value was recognized as a gain or loss in the Company’s consolidated statements of operations. The initial offsetting entry to the warrant liability was technology and dispute resolution agreements expense. Upon the issuance of shares underlying the Second Tranche, the warrant liability was reclassed to equity at fair value. During the years ended December 31, 2024 and 2023, the Company recorded $ 10.3 million and $ 70.3 million, respectively, in general and administrative expenses. 
 On June 7, 2024, Wisk filed a motion in the United States District Court for the Northern District of California to enforce the Technology and Dispute Resolution Agreements in regards to a dispute between the parties with respect to the Second 
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 Tranche. The Company filed its opposition on July 10, 2024 and a hearing on Wisk’s motion occurred on August 14, 2024. On September 6, 2024, the Court entered an order determining that the shares underlying the Second Tranche were exercisable and that the Company was required to pay Wisk prejudgment interest for the period from March 21, 2024 through the date of the Court’s hearing on the issue, which has been paid by the Company. On November 5, 2024, the Court issued an order denying Wisk’s motion for partial reconsideration of certain aspects of the Court’s August order. The Wisk Warrant was fully vested and exercised in the year ended December 31, 2024. 
 Delaware Class Action Litigation 
 On May 17, 2024, two putative stockholders of the Company (and formerly, Atlas) filed class action lawsuits, on behalf of themselves and other similarly-situated stockholders, in the Delaware Court of Chancery against the directors and officers of Atlas, the Company, the Company’s co-founders, Moelis & Company Group LP and Moelis & Company LLC. 
 The complaint asserted claims for breaches of fiduciary duties, aiding and abetting breaches of fiduciary duties, and unjust enrichment, in connection with the merger between Atlas and the Company. The plaintiffs requested damages in an amount to be determined at trial, as well as attorneys’ and experts’ fees. Relatedly, on June 19, 2024, another putative stockholder of the Company filed a class action lawsuit, on behalf of himself and other similarly-situated stockholders, in the Court asserting similar claims as the aforementioned May 17, 2024 complaint against the same defendants named in that May complaint. The Court subsequently consolidated the related class actions and appointed a lead plaintiff. 
 All defendants filed motions to dismiss the complaint. In response to such motions to dismiss, the plaintiffs voluntarily dismissed their claims against two Atlas directors. Oral argument on the remaining defendants’ motions to dismiss was held on April 17, 2025 and the Court issued a bench ruling on July 21, 2025, granting in part and denying in part the motions to dismiss. The Court dismissed all claims asserted against certain defendants, including among others, the Company’s co-founders, an Atlas director, Legacy Archer, Moelis & Company Group LP and Moelis & Company LLC. The Court also addressed the sufficiency of the plaintiffs’ allegations concerning the pre-merger disclosures that underlie the plaintiffs’ fiduciary duty and unjust enrichment claims, ruling that certain allegations were not adequately pleaded, thereby narrowing the scope of the fiduciary duty and unjust enrichment claims against the remaining defendants, which the Company believes that it has substantial defenses against. Trial is scheduled to begin on May 17, 2027. 
 Joby Litigation 
 On November 18, 2025 Joby Aero, Inc. (“Joby”) filed a complaint in the Superior Court of California in Santa Cruz County against the Company and one of its employees asserting claims of trade-secret misappropriation, breach of contract, interference with Joby’s contracts and prospective economic advantage, and related claims around the Company’s recent hiring of a former Joby employee. On December 18, 2025, the Company removed this action to the United States District Court for the Northern District of California. On January 23, 2026, the Company moved to dismiss the complaint. A hearing on this motion has been scheduled for March 24, 2026. 
 Vertical Litigation 
 On February 23, 2026, the Company filed a patent infringement lawsuit against Vertical Aerospace Ltd. and Vertical Aerospace Group Ltd. (collectively, “Vertical”) in the United States District Court for the Eastern District of Texas. The lawsuit alleges that Vertical’s eVTOL Valo aircraft infringes multiple patents owned by Archer relating to its Midnight eVTOL aircraft. The Company seeks, among other things, an injunction to prevent Vertical from continuing its infringing activities, as well as monetary damages for past infringement. 
 
 Note 8 - Preferred and Common Stock 
 On December 26, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the total number of authorized shares of capital stock from 1,010,000,000 to 1,710,000,000 , consisting of 1,400,000,000 shares of Class A common stock, 300,000,000 shares of Class B common stock and 10,000,000 shares of preferred stock. 
 Effective December 31, 2024 (the “Final Conversion Date”), pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation providing for the automatic conversion of the Company’s Class B common stock on the last trading day of the year during which the number of outstanding shares of Class B common stock represents less than 10.0 % of the total number of outstanding shares of the Company’s Class A common stock and Class B common stock, each outstanding share of Class B common stock automatically converted into the same number of shares of Class A common stock 
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 (the “Conversion”). No additional shares of Class B common stock have been or will be issued following the Final Conversion Date. 
 Preferred Stock 
 As of December 31, 2025, no shares of preferred stock were outstanding, and the Company currently has no plans to issue any shares of preferred stock. 
 Common Stock 
 Voting 
 Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. 
 Dividends 
 Holders of Class A common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s Board of Directors through December 31, 2025, and the Company does not expect to pay dividends in the foreseeable future. 
 Preemptive Rights 
 Stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock. 
 Liquidation 
 In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied. 
 PIPE Financing 
 On August 10, 2023, the Company entered into subscription agreements with certain investors providing for the private placement of 26,173,286 shares of the Company’s Class A common stock for net proceeds of approximately $ 139.0 million, after deducting offering costs. 
 On August 8, 2024, the Company entered into subscription agreements with certain investors providing for the private placement of the Company’s Class A common stock at a purchase price of $ 3.35 per share (the “First 2024 PIPE Financing”), pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. A portion of the First 2024 PIPE Financing closed on August 12, 2024 for 49,283,582 shares of the Company’s Class A common stock for net proceeds of approximately $ 158.0 million, after deducting offering costs. The remaining portion of the First 2024 PIPE Financing covering an aggregate of 2,982,089 shares of the Company’s Class A common stock to be issued and sold to Stellantis N.V. (“Stellantis”) for gross proceeds of approximately $ 10.0 million closed on January 6, 2025. 
 On December 11, 2024, the Company entered into subscription agreements with certain investors providing for the private placement of the Company’s Class A common stock at a purchase price of $ 6.65 per share (the “Second 2024 PIPE Financing”), pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. A portion of the Second 2024 PIPE Financing closed on December 13, 2024 for 63,909,776 shares of the Company’s Class A common stock for net proceeds of approximately $ 407.7 million, after deducting offering costs. The remaining portion of the Second 2024 PIPE Financing covering an aggregate of 751,879 shares of the Company’s Class A common stock to be issued and sold to Stellantis 
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 for anticipated gross proceeds of approximately $ 5.0 million, which remains subject to the satisfaction of certain closing conditions. 
 At-The-Market Program 
 In November 2023, the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus supplement pursuant to which it may, from time to time, sell shares of its Class A common stock, having an aggregate value of up to $ 70.0 million, pursuant to a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with a placement agent (the “First ATM Program”). The First ATM Program was fully utilized in May 2024. During the years ended December 31, 2024 and 2023, the Company sold 10,275,033 and 3,109,097 shares of Class A common stock, respectively, under the First ATM Program, for net proceeds of $ 48.1 million and $ 19.5 million, respectively. 
 In May 2024, the Company filed a shelf registration statement on Form S-3 with the SEC that permits the offering of an aggregate of up to $ 95.0 million of shares of the Company’s Class A common stock or preferred stock, debt securities, warrants, and units (the “2024 Shelf Registration Statement”), including a prospectus for the sale under the Sales Agreement of shares of its Class A common stock, having an aggregate value of up to $ 70.0 million (the “Second ATM Program”). The Second ATM Program was fully utilized in November 2024, resulting in the sale of 20,644,100 shares of Class A common stock for net proceeds of $ 68.0 million during the year ended December 31, 2024. 
 In November 2024, the Company filed a shelf registration statement on Form S-3ASR with the SEC and a related prospectus for the sale under the Sales Agreement of shares of its Class A common stock, having an aggregate value of up to $ 70.0 million (the “Third ATM Program”). During the year ended December 31, 2024, the Company sold 2,052,484 shares of Class A common stock under the Third ATM Program for net proceeds of $ 21.7 million. During the year ended December 31, 2025, the Third ATM program was fully utilized, resulting in the sale of 3,921,875 shares for net proceeds of $ 46.3 million. 
 The Company pays the placement agent a commission rate of up to 3.0 % of the gross proceeds from any shares of Class A common stock sold through the Sales Agreement. 
 Vendor Share Issuances 
 During the years ended December 31, 2025, and 2024, the Company issued 15,045,913 and 1,685,994 shares of Class A common stock to certain vendors to satisfy $ 126.8 million and $ 5.8 million of the Company’s current and/or future obligations to those vendors, respectively. 
 Registered Direct Offerings 
 On February 12, 2025, the Company closed a registered direct offering in which pursuant to the securities purchase agreement dated February 11, 2025, by and between the Company and certain institutional investors, the Company issued and sold 35,500,000 shares of the Company’s Class A common stock for gross proceeds of $ 301.8 million, after deducting offering costs. 
 On June 16, 2025, the Company closed a registered direct offering in which pursuant to the securities purchase agreement dated June 12, 2025, by and between the Company and certain institutional investors, the Company issued and sold 85,000,000 shares of the Company’s Class A common stock for gross proceeds of $ 850.0 million, after deducting offering costs. 
 On November 10, 2025, the Company closed a registered direct offering in which pursuant to the securities purchase agreement dated November 6, 2025, by and between the Company and certain institutional investors, the Company issued and sold 81,250,000 shares of the Company’s Class A common stock for gross proceeds of $ 650.0 million, after deducting offering costs. 
 
 Note 9 - Stock-Based Compensation 
 Amended and Restated 2021 Plan 
 In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the stockholders of the Company in September 2021 and became effective immediately upon the closing of the Business Combination. In April 2022, the Company amended and restated the 2021 Plan (the “Amended and Restated 2021 Plan”), which was approved by the stockholders of the Company in June 2022. The aggregate number of shares of Class A common stock that may be issued under the plan increased to 34,175,708 . In addition, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan will automatically increase on January 1st of each year following this amendment, starting on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to 
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 the lesser of (i) 5.0 % of the total number of shares of Class A and Class B common stock outstanding on December 31 of the preceding year, or (ii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of the increase (the “EIP Evergreen Provision”). The EIP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan increased by 25,191,478 shares on January 1, 2025. The Amended and Restated 2021 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other awards to employees, directors, and non-employees. 
 In connection with the adoption of the 2021 Plan, the Company ceased issuing awards under its 2019 Equity Incentive Plan (the “2019 Plan”). Following the closing of the Business Combination, the Company assumed the outstanding stock options under the 2019 Plan and converted such stock options into options to purchase the Company’s common stock. Such stock options will continue to be governed by the terms of the 2019 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire. 
 Annual Equity Awards 
 Subject to the achievement of certain performance goals established by the Company from time to time, the Company’s employees are eligible to receive an annual incentive bonus that will entitle them to an annual grant of RSUs that are fully vested on the date of grant. Furthermore, all the annual equity awards are contingent and issued only upon approval by the Company’s Board of Directors or the Compensation Committee. During the years ended December 31, 2025, 2024 and 2023, the Company recognized stock-based compensation expense of $ 21.1 million, $ 17.8 million and $ 11.5 million, respectively, related to these annual equity awards. 
 Stock Options 
 A summary of the Company’s stock option activity is as follows: 
 
 Number of 
 Shares 
 Weighted 
 Average 
 Exercise 
 Price 
 Weighted 
 Average 
 Remaining 
 Contractual 
 Life (Years) 
 Aggregate 
 Intrinsic 
 Value 
 (In millions) 
 
 Outstanding as of January 1, 2024 
 3,174,114 $ 0.12 6.7 $ 19.1 
 Exercised ( 999,115 ) $ 0.08 $ 4.5 
 Expired/forfeited ( 56,988 ) $ 0.10 
 Outstanding as of December 31, 2024 
 2,118,011 $ 0.13 5.8 $ 20.4 
 Exercised ( 416,394 ) 0.11 3.7 
 Expired/forfeited ( 77,865 ) 0.15 
 Outstanding as of December 31, 2025 
 1,623,752 0.14 4.8 12.0 
 
 Exercisable as of December 31, 2025 
 1,613,990 $ 0.14 4.8 $ 11.9 
 Vested and expected to vest as of December 31, 2025 
 1,623,752 0.14 4.8 12.0 

 There were no options granted for the years ended December 31, 2025, 2024 and 2023. 
 The Company recognized stock-based compensation expense of $ 2.2 million, $ 2.5 million and $ 2.8 million for stock options for the years ended December 31, 2025, 2024 and 2023, respectively. 
 As of December 31, 2025, there was less than $ 0.1 million unrecognized stock-based compensation expense related to unvested stock options. 
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 Restricted Stock Units 
 A summary of the Company’s RSU activity is as follows: 
 
 Number of 
 Shares 
 Weighted 
 Average 
 Grant Fair Value 
 
 Outstanding as of January 1, 2024 
 31,522,483 $ 4.99 
 Granted 
 18,608,964 $ 4.78 
 Vested 
 ( 18,837,707 ) $ 4.87 
 Forfeited 
 ( 2,635,494 ) $ 4.06 
 Outstanding as of December 31, 2024 
 28,658,246 $ 5.02 
 Granted 23,226,161 9.22 
 Performance based adjustment (1) 
 190,844 6.39 
 Vested ( 15,418,517 ) 5.94 
 Forfeited ( 2,490,610 ) 6.56 
 Outstanding as of December 31, 2025 
 34,166,124 7.36 

 (1) Represents units adjusted for the vesting of the first tranche of PSUs (defined below) granted in 2024. 
 During the year ended December 31, 2025, the Company granted 2,425,322 RSUs under the Amended and Restated 2021 Plan, representing the annual equity awards for 2024. The RSUs were fully vested on the date of grant and settled in Class A common stock on a one -for-one basis. In addition, the Company granted 19,918,683 RSUs under the Amended and Restated 2021 Plan, which generally vest over a three - or four-year period with a one-year cliff and remains subject to forfeiture if vesting conditions are not met. Upon vesting, RSUs are settled in Class A common stock on a one -for-one basis. The shares of Class A common stock underlying RSU grants are not issued and outstanding until the applicable vesting date. 
 During the year ended December 31, 2025, the Company granted 882,156 RSUs under the Amended and Restated 2021 Plan to certain executives, which vest over a three-year period with a payout based on the Company’s relative performance of total shareholder return (“TSR”) compared with the annualized TSR of certain peer companies for the service period (the “PSUs”). The award payout can range from 0.0 % to 200.0 % of the initial grant and is measured on each anniversary of the grant date. Upon vesting, the PSUs are settled in Class A common stock on a one -for-one basis. If an executive’s employment ends due to disability, death, termination without cause or resignation for good reason, the executive (or beneficiary) remains eligible under the award and, if the award is earned, will receive a proration of the PSUs based on active employment during the annual service periods. In all other cases, the award will not vest and all rights to the PSUs will terminate. 
 The Company determined the fair value of the PSUs using a Monte Carlo simulation model on the grant date. The Company will recognize compensation expense for the PSUs on a straight-line basis over the three-year performance period. 
 The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the PSUs: 
 
 February 17
2025 July 26
2025 
 Stock price $ 10.35 $ 11.21 
 Term (in years) 3.0 3.0 
 Risk-free interest rate 4.2 % 3.8 % 
 Volatility 88.2 % 87.2 % 
 Dividend yield 0.0 % 0.0 % 

 Immediately prior to closing of the Business Combination, each of the Company’s founders was granted 20,009,224 RSUs under the 2019 Plan pursuant to the terms and conditions of the Business Combination Agreement. One-quarter of each of the Founder Grants was intended to vest upon the achievement of the earlier to occur of (i) a price-based milestone or (ii) a performance-based milestone, with a different set of such price and performance-based milestones applying to each quarter of 
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 each of the Founder Grants and so long as the achievement occurs within seven years following the closing of the Business Combination. 
 The Company accounts for the Founder Grants as four separate tranches, with each tranche consisting of two award conditions, a performance award condition and market award condition. Each tranche vests when either the market condition or performance condition is satisfied (only one condition is satisfied). The Company determined the fair value of the performance award by utilizing the trading price on the Closing Date. When the applicable performance milestone is deemed probable of being achieved, the Company will recognize compensation expense for the portion earned to date over the requisite period. For the market award, the Company determined both the fair value and derived service period using a Monte Carlo simulation model on the Closing Date. The Company will recognize compensation expense for the market award on a straight-line basis over the derived service period. If the applicable performance condition is not probable of being achieved, compensation cost for the value of the award incorporating the market condition is recognized, so long as the requisite service is provided. If the performance milestone becomes probable of being achieved, the full fair value of the award will be recognized, and any remaining expense for the market award will be canceled. 
 One-quarter of each of the Founder Grants, totaling 10,004,612 shares of Class B common stock, vested immediately prior to the Closing Date pursuant to the terms and conditions of the Business Combination Agreement. On April 14, 2022, the vested 5,002,306 shares of Class B common stock of the Company’s former co-CEO were cancelled. On July 13, 2023, following the expiration of 15 months from the separation of the former co-CEO from the Company on April 13, 2022, the former officer’s unvested 15,006,918 shares of Class B common stock for the remaining three tranches were forfeited. The Company then reversed the previously recognized stock-compensation expense of $ 59.1 million associated with these shares. During the year ended December 31, 2024, the Company’s Board of Directors determined that the performance milestone for the second tranche of the outstanding Founder Grant, covering 5,002,306 shares of Class B common stock, was achieved. As of December 31, 2025, there were 10,004,612 RSUs outstanding, representing the remaining two tranches of the outstanding Founder Grant. 
 For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 22.6 million, $ 33.1 million and $ 49.7 million of stock-based compensation expense, respectively, for the remaining two tranches of the outstanding Founder Grant in general and administrative expenses in the consolidated statements of operations. Of the amounts recorded during the years ended December 31, 2023 and 2022, approximately $ 17.3 million and $ 32.4 million of stock-based compensation expense, respectively, associated with the forfeiture were reversed in July 2023 and recorded during the year ended December 31, 2023. 
 For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 99.1 million, $ 47.4 million and $ 27.0 million of stock-based compensation expense, respectively, related to RSUs (excluding the Founder Grants). 
 As of December 31, 2025, the total remaining stock-based compensation expense for unvested RSUs (including the remaining Founder Grant) was $ 177.1 million, which is expected to be recognized over a weighted-average period of 1.0 year. 
 Employee Stock Purchase Plan 
 In August 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately upon the closing of the Business Combination. The ESPP permits eligible employees to purchase shares of Class A common stock at a price equal to 85.0 % of the lower of the fair market value of Class A common stock on the first day of an offering or on the date of purchase. Additionally, the number of shares of Class A common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (i) 1.0 % of the total number of shares of Class A common stock outstanding on December 31 of the preceding year; (ii) 9,938,118 shares of Class A common stock; or (iii) a lesser number of shares of Class A common stock determined by the Board of Directors prior to the date of increase (the “ESPP Evergreen Provision”). The ESPP Evergreen Provision is calculated using the number of legally outstanding shares of common stock and includes shares, such as unvested shares pursuant to early exercised stock options, that are not considered outstanding for accounting purposes. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the ESPP increased by 4,677,185 on January 1, 2025. As of December 31, 2025, the maximum number of shares authorized for issuance under the ESPP was 15,762,995 , of which 11,656,009 shares remained available under the ESPP. 
 The Company currently offers six-month offering periods, and at the end of each offering period, which occurs every six months on May 31 and November 30, employees can elect to purchase shares of the Company’s Class A common stock with contributions of up to 15.0 % of their base pay, accumulated via payroll deductions, subject to certain limitations. 
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 Notes to Consolidated Financial Statements 

 During the year ended December 31, 2025, for the six-month ESPP offering periods that ended on May 31, 2025 and November 30, 2025, employees purchased 618,173 shares at a price of $ 6.21 per share and 536,185 shares at a price of $ 6.62 per share, respectively. 
 The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of each award granted under the ESPP. The following table sets forth the key assumptions and fair value results for each award granted in the Company’s six-month offering period that started on December 1, 2025: 
 
 Input December 1,
2025 June 1,
2025 
 Stock price $ 7.46 $ 10.09 
 Term (in years) 0.5 0.5 
 Risk-free interest rate 3.7 % 4.3 % 
 Volatility 89.0 % 122.0 % 
 Dividend yield 0.0 % 0.0 % 
 Grant date fair value per share $ 2.94 $ 4.83 

 During the years ended December 31, 2025, 2024 and 2023, the Company recognized stock-based compensation expense of $ 4.5 million, $ 2.6 million and $ 1.2 million for the ESPP, respectively. 
 As of December 31, 2025, the total remaining stock-based compensation expense was $ 2.3 million for the ESPP, which is expected to be recognized over the current six-month offering period until May 31, 2026. 
 Vendor Share Issuances 
 From time to time, the Company issues shares of Class A common stock to certain vendors in exchange for services rendered and/or goods purchased (collectively, the “Vendor Share Issuances”). The Vendor Share Issuances are being consummated by the Company pursuant to the Company’s shelf registration statements filed with the SEC and accompanying prospectuses. 
 During the years ended December 31, 2025, and 2024, the Company recognized stock-based compensation expense of $ 73.3 million and $ 5.5 million for the Vendor Share Issuances, respectively. 
 Acquisition-related earn-out stock-based compensation expense 
 In connection with the acquisition of Hawthorne Airport, during the year ended December 31, 2025, the Company recognized $ 0.7 million of stock-based compensation expense related to earn-out shares payable in the Company’s Class A common stock. The related performance targets are expected to be achieved through the ongoing efforts of the Sellers; therefore, the earn-out is accounted for as post-combination expense. The expense is recognized over the expected achievement period based on the estimated grant-date fair value of the awards, assuming the performance targets will be met. The expense is included within general and administrative expense in the consolidated statements of operations for the year ended December 31, 2025. 
 Additional Stock-based Compensation information 
 The Company records stock-based compensation expense for stock-based compensation awards based on the fair value on the date of grant. The stock-based compensation expense is recognized ratably over the course of the requisite service period. 
 The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all stockholders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited. 
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 Notes to Consolidated Financial Statements 

 The following table presents stock-based compensation expense included in each respective expense category in the consolidated statements of operations (in millions): 
 
 Year Ended December 31, 
 2025 2024 2023 
 Research and development $ 95.3 $ 49.0 $ 28.9 
 General and administrative 128.2 59.8 16.3 
 Total stock-based compensation expense $ 223.5 $ 108.8 $ 45.2 

 
 Note 10 - Income Taxes 
 The Company's loss before income taxes consisted of the following (in millions): 
 
 Year Ended December 31, 
 2025 2024 2023 
 United States 
 $ ( 619.0 ) $ ( 537.6 ) $ ( 458.7 ) 
 International 
 1.1 1.0 1.3 
 Total 
 $ ( 617.9 ) $ ( 536.6 ) $ ( 457.4 ) 

 The Company recognized foreign current income tax provision of $ 0.3 million, $ 0.2 million, and $ 0.5 million during the years ended December 31, 2025, 2024 and 2023, respectively. The Company did no t record any deferred income tax provision for the years ended December 31, 2025, 2024 and 2023. The related increase in the deferred tax assets was offset by the increase in valuation allowance. 
 As further described in Note 2, Summary of Significant Accounting Policies, the Company has elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”). In accordance with the guidance in ASU No. 2023-09 the effective income tax rate for the year ended December 31, 2025, differs from the statutory federal income tax rate as follows (in millions, except percentages): 
 
 Year Ended December 31, 
 2025 
 Federal income tax at statutory tax rate 
 $ ( 129.8 ) 21.0 % 
 
 
 
 
 
 Tax credits 
 
 
 Research and development tax credit 
 ( 22.8 ) 3.7 
 Change in valuation allowance 163.2 ( 26.5 ) 
 Nontaxable or nondeductible items 
 Warrant expense ( 12.2 ) 2.0 
 Nondeductible officers’ compensation 12.3 ( 2.0 ) 
 Stock-based compensation expense ( 12.2 ) 2.0 
 Other 1.8 ( 0.2 ) 
 
 
 
 Provision for income taxes and Effective tax rate 
 $ 0.3 — % 

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 Notes to Consolidated Financial Statements 

 As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows: 
 
 Year Ended December 31, 
 2024 2023 
 Federal income tax (benefit) at statutory tax rate 
 21.0 % 21.0 % 
 State and local income taxes (net of federal benefit) 0.8 % ( 2.7 ) % 
 Nondeductible expenses ( 1.0 ) % ( 0.1 ) % 
 Warrant expense ( 1.9 ) % ( 1.6 ) % 
 Nondeductible officers’ compensation ( 0.7 ) % 0.1 % 
 
 Credits 5.4 % 4.4 % 
 Change in valuation allowance ( 23.6 ) % ( 21.2 ) % 
 Effective tax rate 0.0 % ( 0.1 ) % 

 Differences between the state statutory rate and state effective tax rate for the years ended December 31, 2025 and 2024 primarily relate to the limitations imposed on certain share-based compensation under Section 162(m), research and development expenses tax credits and an increase in the valuation allowance. 
 The Company’s significant components of its deferred tax assets and liabilities are as follows (in millions): 
 
 As of December 31, 
 2025 2024 
 Deferred tax assets: 
 
 Net operating loss carryforwards $ 296.3 $ 133.0 
 Accrued expenses 5.8 4.3 
 Operating lease liabilities 9.3 3.3 
 Stock-based compensation expense 5.4 2.1 
 Warrants 8.6 7.8 
 Capitalized research and development expenses 
 116.4 132.3 
 Credits 107.1 71.5 
 Depreciation and amortization 
 1.3 3.7 
 Other 0.7 0.3 
 Gross deferred tax assets 550.9 358.3 
 Less: valuation allowance ( 541.8 ) ( 353.3 ) 
 Deferred tax assets, net of valuation allowance 9.1 5.0 
 Deferred tax liabilities: 
 
 Depreciation and amortization — ( 3.2 ) 
 Right-of-use assets ( 9.1 ) ( 1.8 ) 
 Total deferred tax liabilities ( 9.1 ) ( 5.0 ) 
 Total net deferred tax assets $ — $ — 

 In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances and future tax projections and the Company’s lack of taxable income in the carryback period, the Company recorded a valuation allowance of $ 541.8 million against the federal and state deferred tax assets. The valuation allowance increased by $ 188.5 million, $ 127.0 million, and $ 96.6 million during the years ended December 31, 2025, 2024 and 2023, respectively. 
 As of December 31, 2025 and 2024, the Company has U.S. federal net operating loss (“NOL”) carryforwards of $ 1,372.4 million and $ 616.5 million, respectively, which can be carried forward indefinitely. As of December 31, 2025 and 2024, the 
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 Company has state NOL carryforwards of $ 146.8 million and $ 58.2 million, respectively, which will both begin to expire in 2038. 
 In the ordinary course of its business, the Company incurs costs that, for tax purposes, are determined to be qualified R&D expenditures within the meaning of Section 41 of the Internal Revenue Code of 1986, as amended (the “Code”) and are, therefore, eligible for the Increasing Research Activities credit under Section 41 of the Code. The U.S. federal R&D tax credit carryforward is $ 77.2 million and $ 53.2 million for December 31, 2025 and 2024, respectively. The U.S. federal R&D tax credit carryforward begins to expire in 2039. The state R&D tax credit carryforward is $ 45.0 million and $ 27.9 million for December 31, 2025 and 2024, respectively, which can be carried forward indefinitely. 
 The following table shows the changes in the gross amount of unrecognized tax benefits (in millions): 
 
 Balance as of December 31, 2022 
 $ 1.5 
 Increases related to prior year tax positions 
 0.5 
 Balance as of December 31, 2023 
 2.0 
 Increases related to current year tax positions 2.0 
 Balance as of December 31, 2024 
 4.0 
 Increases related to current year tax positions 3.0 
 Balance as of December 31, 2025 
 $ 7.0 

 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2025 and 2024 is zero due to the valuation allowance that would otherwise be recorded on the deferred tax asset associated with the recognized position. During the years ended December 31, 2025, 2024 and 2023, the Company recognized no interest and penalties related to uncertain tax positions. 
 In accordance with Section 382 and Section 383 of the Code, a corporation that undergoes an “ownership change” (generally defined as a cumulative change of more than 50.0% in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs and R&D tax credits to offset post-change taxable income and post-change tax liabilities, respectively. The Company’s existing NOLs and R&D credits may be subject to limitations arising from previous ownership changes, and the ability to utilize NOLs could be further limited by Section 382 and Section 383 of the Code. In addition, future changes in the Company’s stock ownership, some of which may be outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 of the Code. The amount of such limitations, if any, has not been determined. 
 The Company is subject to taxation and files income tax returns with the U.S. federal government and various state jurisdictions. As a result of the Company’s net operating loss and credit carryforwards all of its years are subject to federal and state examination. The Company is not under audit by any tax jurisdictions at this time. During the year ended December 31, 2025, the Company did not have any significant income tax payments made or refunds received from any jurisdiction. 
 
 
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 Note 11 - Warrants 
 Equity Classified Warrants 
 A summary of the Company’s warrant activity is as follows: 
 
 Number of 
 Shares 
 Weighted 
 Average 
 Exercise 
 Price 
 Weighted 
 Average 
 Remaining 
 Contractual 
 Life (Years) 
 Aggregate 
 Intrinsic 
 Value 
 (In millions) 
 
 Outstanding as of January 1, 2025 
 20,753,630 $ 0.01 3.5 $ 202.1 
 Issued 314,760 0.01 2.4 
 Exercised ( 57,050 ) 0.01 0.4 
 Expired 
 ( 1,671,202 ) 
 Outstanding as of December 31, 2025 
 19,340,138 0.01 2.7 145.2 
 
 Vested and exercisable as of December 31, 2025 
 11,139,976 $ 0.01 1.9 $ 83.7 

 United Airlines, Inc. 
 On January 29, 2021, the Company entered into the United Purchase Agreement, the United Collaboration Agreement, and the United Warrant Agreement with United. Under the terms of the United Purchase Agreement, United has a conditional purchase order for up to 200 of the Company’s aircraft, with an option to purchase an additional 100 aircraft. Those purchases are conditioned upon the Company meeting certain conditions that include, but are not limited to, the certification of the Company’s aircraft by the Federal Aviation Administration (“FAA”) and further negotiation and reaching of mutual agreement on certain material terms related to the purchases. The Company issued 14,741,764 warrants to United to purchase shares of the Company’s Class A common stock. Each warrant provides United with the right to purchase one share of the Company’s Class A common stock at an exercise price of $ 0.01 per share. The warrants were initially expected to vest in four installments in accordance with the following milestones: the execution of the United Purchase Agreement and the United Collaboration Agreement, the completion of the Business Combination, the certification of the aircraft by the FAA, and the sale of aircraft to United. 
 On August 9, 2022, the Company entered into Amendment No. 1 to the United Purchase Agreement (the “Amended United Purchase Agreement”) and Amendment No. 1 to the United Warrant Agreement (the “Amended United Warrant Agreement”). In association with the Amended United Purchase Agreement, the Company received a $ 10.0 million pre-delivery payment from United for 100 of the Company’s aircraft (the “Pre-Delivery Payment”), which was recognized as a contract liability in other long-term liabilities in the Company’s consolidated balance sheets. Pursuant to the Amended United Warrant Agreement, the vesting condition of the fourth milestone of the United Warrant Agreement was modified, and the warrants now vest in four installments in accordance with the following sub-milestones: (i) 737,088 warrants vested upon receipt by the Company of the Pre-Delivery Payment on August 9, 2022; (ii) 2,211,264 warrants vested on February 9, 2023 upon the six-month anniversary of the amendment date; (iii) 3,685.45 warrants shall vest upon the acceptance and delivery of each of the Company’s 160 aircraft; and (iv) 22,112.65 warrants shall vest upon the acceptance and delivery of each of the Company’s 40 aircraft. 
 The Company accounts for the Amended United Purchase Agreement and the United Collaboration Agreement under ASC 606, Revenue from Contracts with Customers . The Company identified the sale of each aircraft ordered by United as a separate performance obligation in the contract. As the performance obligations have not been satisfied, the Company has not recognized any revenue as of December 31, 2025. 
 With respect to the warrant vesting milestones outlined above, the Company accounts for them as consideration payable to a customer under ASC 606 related to the future purchase of aircraft by United. The Company determined that the warrants are classified as equity awards based on the criteria of ASC 480, Distinguishing Liabilities from Equity and ASC 718, Compensation — Stock Compensation. Pursuant to ASC 718, the Company measured the grant date fair value of the warrants to be recognized upon the achievement of each of the original four milestones and the vesting of the related warrants, which was determined to be $ 13.35 , based on a valuation of the Company’s Class A common stock on January 29, 2021. 
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 Notes to Consolidated Financial Statements 

 For the first milestone, issuance of the warrants in conjunction with the execution of the United Purchase Agreement and the United Collaboration Agreement, the Company recorded the grant date fair value of the respective warrant tranche at the vesting date upon satisfaction of the milestone, and the related costs were recorded in other warrant expense due to the absence of historical or probable future revenue. For the second milestone, the completion of the Business Combination transaction, the related costs were also recorded in other warrant expense due to the absence of historical or probable future revenue. A total of 8,845,058 warrants vested from achievement of the first two milestones and were exercised. For the third milestone, the certification of the aircraft by the FAA, the Company will assess whether it is probable that the award will vest at the end of every reporting period. If and when the award is deemed probable of vesting, the Company will begin capitalizing the grant date fair value of the associated warrants as an asset through the vesting date and subsequently amortize the asset as a reduction to revenue as it sells the new aircraft to United. 
 For the original fourth milestone, the sale of aircraft to United, the Company was initially expected to record the cost associated with the vesting of each portion of warrants within this milestone as a reduction of the transaction price as revenue is recognized for each sale of the aircraft. In connection with the Amended United Warrant Agreement, the Company evaluated the accounting implications associated with the amendment to the fourth milestone in accordance with ASC 606 and ASC 718. For the first sub-milestone, the receipt of the Pre-Delivery Payment, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense upon satisfaction of the sub-milestone on August 9, 2022. For the second sub-milestone, the vesting of warrants on February 9, 2023, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense on a straight-line basis over six months following the amendment date. The modification date fair value of each warrant associated with the first and second sub-milestones was determined to be $ 4.37 , which was the closing price of the Company’s Class A common stock on the modification date. A total of 2,948,352 warrants vested from achievement of the first two sub-milestones under the fourth milestone and were exercised. For the third and fourth sub-milestones, the sale of 160 aircraft and 40 aircraft, respectively, the Company determined that the amendment does not represent a modification under ASC 718. The Company will record the cost associated with the vesting of each portion of the associated warrants as a reduction of the transaction price based on the original grant date fair value as revenue is recognized for each sale of the aircraft. 
 There was no other warrant expense recognized for the year ended December 31, 2025 and 2024. For the year ended December 31, 2023, the Company recorded $ 2.1 million in other warrant expense in the consolidated statements of operations related to the second sub-milestone under the fourth milestone, and a total of 2,211,264 warrants vested from achievement of this milestone. 
 Stellantis N.V. 
 On January 3, 2023, the Company entered into a manufacturing and collaboration agreement with Stellantis, pursuant to which the Company and Stellantis will collaborate on the development and implementation of the Company’s manufacturing operations for the production of its eVTOL aircraft products (the “Stellantis Collaboration Agreement”). In connection with the Stellantis Collaboration Agreement, the Company entered into a forward purchase agreement (as amended, the “Stellantis Forward Purchase Agreement”) and a warrant agreement (the “Stellantis Warrant Agreement”) with Stellantis on January 3, 2023. 
 Under the terms of the Stellantis Forward Purchase Agreement, the Company agreed to issue and sell to Stellantis up to $ 150.0 million of shares of the Company’s Class A common stock pursuant to terms and conditions of the Stellantis Forward Purchase Agreement. As further described below, the shares pursuant to the Stellantis Forward Purchase Agreement were fully issued in July 2024. 
 Under the terms of the Stellantis Warrant Agreement, Stellantis is entitled to purchase up to 15.0 million shares of the Company’s Class A common stock, at an exercise price of $ 0.01 per share (the “Stellantis Warrant”). The Stellantis Warrant will vest and become exercisable in three equal tranches upon 12 , 24 and 36 months of the grant date, provided that (i) Stellantis has performed certain undertakings set forth in the Stellantis Collaboration Agreement and/or (ii) the VWAP (as defined in the Stellantis Warrant Agreement) for the Class A common stock exceeding certain specified amounts. Pursuant to the terms and conditions of the Stellantis Collaboration Agreement, Stellantis is deemed to have performed the undertakings if the Stellantis Collaboration Agreement has not been terminated by the Company as of the specified vesting date for each tranche. 
 As the Company is currently in pre-revenue stage and is not generating any revenue from the Stellantis Collaboration Agreement, all costs incurred with third parties are recorded based on the nature of the costs incurred. The Company accounts for the warrant in accordance with the provisions of ASC 718. The grant date fair value of each warrant was determined to be $ 1.93 , which was the closing price of the Company’s Class A common stock on January 3, 2023. For each tranche of the 
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 warrant, the Company will recognize compensation costs as the related services are received from Stellantis on a straight-line basis over the associated service period. During the years ended December 31, 2025 and 2024, the Company recorded $ 3.3 million and $ 8.1 million of research and development expense, respectively, in the consolidated statements of operations in connection with the Stellantis Collaboration Agreement. 
 On June 23, 2023, the Company issued 6,337,039 shares of Class A common stock to Stellantis in connection with the first milestone under the Stellantis Forward Purchase Agreement and received approximately $ 25.0 million in gross proceeds. On August 10, 2023, Stellantis waived certain conditions provided for in the Stellantis Forward Purchase Agreement relating to the Company’s actual achievement pursuant to Milestone 2 (as defined in the Stellantis Forward Purchase Agreement). In connection with this waiver, the Company submitted an election notice to draw down upon the $ 70.0 million applicable to Milestone 2, which equals 12,313,234 shares of the Company’s Class A common stock. This drawdown was completed on October 16, 2023. On June 27, 2024, the Company elected to draw down the $ 55.0 million remaining available under the Stellantis Forward Purchase Agreement associated with Milestone 3 (as defined in the Stellantis Forward Purchase Agreement). In accordance therewith, on July 1, 2024, the Company issued 17,401,153 shares of Class A common stock to Stellantis for gross proceeds of approximately $ 55.0 million. 
 During the year ended December 31, 2025, FCA US LLC (“FCA”), a wholly-owned subsidiary of Stellantis, transferred to Stellantis a fully vested warrant to purchase 1,671,202 shares of the Company’s Class A common stock at an exercise price of $ 0.01 per share. The warrant was not exercised and expired as of December 31, 2025. 
 Liability Classified Warrants 
 During the year end December 31, 2025, 3,950 public warrants were exercised and as of December 31, 2025, there were 17,394,997 public warrants that remained outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the public warrants. The public warrants became exercisable on October 30, 2021, 12 months after the closing of the initial public offering of Atlas. The public warrants will expire in September 2026 or earlier upon redemption or liquidation. 
 Once the public warrants become exercisable, the Company may redeem the public warrants: 
 • in whole and not in part; 
 • at a price of $ 0.01 per public warrant; 
 • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and 
 • if, and only if, the closing price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. 
 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 
 Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. The public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. 
 As of December 31, 2025, there were 8,000,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants underlying the shares sold in the initial public offering of Atlas, except that the private placement warrants and the shares of Class A common stock issuable upon the exercise of the private placement warrants became transferable, assignable, and salable on October 16, 2021, 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. 
 The warrants are remeasured to fair value at each reporting date, with changes in fair value recognized in other income (expense), net in the consolidated statements of operations. During the year ended December 31, 2025, the Company 
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 recognized a gain of $ 59.5 million. During the years ended December 31, 2024 and 2023, the Company recognized losses of $ 49.5 million and $ 32.9 million, respectively. 
 
 Note 12 - Related Party Transactions 
 In August 2025, Neon Aero Inc. and its subsidiaries (together “Neon Group”) became related parties of the Company due to the Company’s Chief Executive Officer’s ownership interest and position as a director of Neon Aero Inc. As of December 31, 2025, $ 0.6 million was payable to Neon Group. The total purchases of goods and services from Neon Group since August 2025 was $ 4.1 million . 
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 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
 None.
Archer Aviation Inc. 10-K

Item 8. Financial Statements and Supplementary Data
