What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-27 · 52 added, 49 removed, 135 unchanged (43% of the section changed)

4 unchanged sentences

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Our management, under the supervision and with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures at the end of the period covered by this Annual Report on Form 10-K.

Based upon this evaluation, our principal executive officer and principal financial and accounting officer concluded that as of the end of the period covered by this Report, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.

Our management, under the supervision and with the participation of our principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures at the end of the period covered by this Annual Report.

Based upon this evaluation, our principal executive and financial officer concluded that as of the end of the period covered by this Report, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Management, under the supervision of our principal executive officer and principal financial and accounting officer, is responsible for establishing and maintaining adequate internal control over our financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Management, under the supervision of our principal executive and financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management evaluated the design and operating effectiveness of our internal control over financial reporting based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

1 unchanged sentence

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which appears herein.

Remediation of Previously Reported Material Weakness

Management previously identified and disclosed a material weakness in our internal control over financial reporting for the year ended December 31, 2022 related to the lack of sufficient accounting resources with deep technical accounting knowledge to identify and resolve complex accounting issues in a timely manner.

Over the course of the year ended December 31, 2023, we enhanced our technical accounting resources by hiring experienced staff and utilizing additional external experts to ensure sufficient support for timely resolution of complex, non-routine transactions.

Based upon the aforementioned remediation actions and testing of operating effectiveness of those remedial controls over a sustained period of financial reporting cycles, we have concluded that the previously reported material weakness has been fully remediated as of December 31, 2023.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

Trading Plans

On November 30, 2023 , Matthew Field , the Company’s Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 145,336 shares of Company common stock beginning March 1,

2024 and ending February 28, 2025.

This includes up to 23,050 shares to be issued upon the vesting of RSUs granted to Mr.

The actual number of shares that will be released to Mr.

Field and may be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold by the Company to satisfy tax withholding obligations arising from the vesting of the RSUs and is not yet determinable.

On December 15, 2023 , Paul Sciarra , Chairman of the Company’s Board of Directors, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 4,849,900 shares of Company common stock beginning March 15, 2024 and ending February 15, 2025.

During the quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Insider Trading Policy

We have adopted an Insider Trading Policy that applies to our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards which are applicable to us.

A copy of our Insider Trading Policy as been filed as an Exhibit to this Annual Report.

Further, the company will not transact in any of its own securities unless in compliance with U.S.

securities laws.

Other Information

The information required by this item, including information about our Executive Officers, Non-Employee Directors and Corporate Governance matters, is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2024.

9 unchanged sentences

Consolidated Financial Statements

Our consolidated financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

Our consolidated financial statements are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report.

Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.

The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.

All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report.

The exhibits listed below are filed as part of this Annual Report or are incorporated herein by reference, in each case as indicated below.

Incorporation by Reference

4 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Joby Aviation, Inc.

S-4 3.2 7/6/2021

3.2 Bylaws of Joby Aviation, Inc.

41 unchanged sentences

S-4 10.25 7/6/2021

10.14# Modification to Other Transaction for Prototype Agreement, dated as of July 14, 2020, by and between Joby Aero, Inc.

and The United States Air Force.

S-4 10.26 7/6/2021

10.15# Other Transaction for Prototype Agreement between the United States Air Force and Joby Aero, Inc.

dated March 3, 2022

10-Q 10.1 5/13/2022

10.16# Other Transaction for Prototype Agreement between the United States Air Force and Joby Aero, Inc.

dated July 28, 2022

10-Q 10.1 11/4/2022

Non-employee Director Compensation Program

3 unchanged sentences

10-K 10.17 3/28/2022

10.19+ Offer letter, dated February 1, 2021, by and between Joby Aero, Inc.

and Matt Field

10-K 10.18 3/28/2022

10.20+ Letter Agreement, dated July 6, 2022, by and between Joby Aero, Inc.

and Matt Field

10-Q 10.2 8/12/2022

Umbrella Agreement, dated October 7, 2022, among Delta Air Lines, Inc., Joby Aero, Inc., and Joby Aviation, Inc.

6 unchanged sentences

8-K 10.3 10/11/2022

Incorporation by Reference

Description Form Exhibit Filing Date Filed Herewith

Registration Rights Agreement, dated October 7, 2022, between Delta Air Lines, Inc.

6 unchanged sentences

10.1 8/4/2023

Other Transaction for Prototype Agreement, between the United States Air Force and Joby Aero, Inc.

dated as of April 4, 2023.

10.2 8/4/2023

2024 Performance Award Program

10.1 5/8/2024

Transition S ervices agreement, between Matthew Field and Joby Aviation, Inc.

, dated December 23, 2024

S tock Purchase Agreement, dated October 1, 2024, between Jo by Aviation, Inc.

and Toyota Motor Co rporation

10.1 10/2/2024

Modification dated September 12, 2024, to Other Transaction for Prototype Agreement, between the United States Air Force and Joby Aero, Inc.

10.2 11/6/2024

Equity Distribution Agreement, dated as of December 10, 2024, by and among Joby Aviation, Inc.

, Morgan Stanley & Co.

LLC and Allen & Company LLC

1.1 12/10/2024

Offer letter, dated April 2 , 202 1 , by and between Joby Aero, Inc.

and D idier Papadop oulos

Letter Agreement, dated July 19 , 2022, by and between Joby Aero, Inc.

and Didier Papadopoulos

Offer letter, dated November 7 , 202 0 , by and between Joby Aero, Inc.

and Bonny Simi

Letter Agreement, dated July 6, 2022 , by and between Joby Aero, Inc.

and B onny Simi

Offer letter, dated December 9 , 202 0 , by and between Joby Aero, Inc.

and Kate DeHoff

Joby Aviation, Inc.

Insider Trading Compliance Policy

21.1 Significant Subsidiaries of Joby Aviation, Inc.

1 unchanged sentence

24.1 Powers of Attorney (included on the signature page to the Report)

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C.

31.1 Certification of Principal Executive Officer and Princi pal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1834, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Principal Executive Officer and P rincipal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

17 unchanged sentences

Joby Aviation, Inc.

/s/ Matthew Field

Matthew Field

Chief Financial Officer

/s/ JoeBen Bevirt

JoeBen Bevirt

Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of JoeBen Bevirt and Matthew Field, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments to this Annual Report on Form 10-K and all further amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on February 26, 2024.

Each person whose signature appears below constitutes and appoints each of JoeBen Bevirt and Kate DeHoff, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments to this Annual Report and all further amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on February 27, 2025.

Signature Title

/s/ JoeBen Bevirt Chief Executive Officer and Director

JoeBen Bevirt (Principal Executive Officer)

/s/ Matthew Field Chief Financial Officer

Matthew Field (Principal Financial Officer and Principal Accounting Officer)

JoeBen Bevirt (Principal Executive Officer and Principal Financial Officer)

/s/ Sergey Novikov

Corporate Controller

Sergey Novikov

(Principal Accounting Officer)

/s/ Aicha Evans Director

1 unchanged sentence

Halimah DeLaine Prado

/s/ Reid Hoffman Director

/s/ Michael Huerta

4 unchanged sentences

/s/ Paul Sciarra Director

/s/ Michael Thompson

Michael Thompson

/s/ Laura Wright Director

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

What changed 10-K

Item 9A. Controls and Procedures