What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-27 · 495 added, 274 removed, 887 unchanged (46% of the section changed)

7 unchanged sentences

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

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Commitments and Contingencies

Stock Warrants and Earnout Shares

Stock Warrants, Earnout Shares and Contingent Consideration

Stockholders' Equity

Revenue Recognition

Note 1 1 Stock-based Compensation

Stock-based Compensation

Related Party Transactions

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We have audited the accompanying consolidated balance sheets of Joby Aviation, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

and its subsidiaries (the “Company”) as of December 31, 2025 and, 2024, the related consolidated statements of operations, comprehensive loss, stockholders ’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements 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 (U.S.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), 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 and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US 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.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the 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.

Accounting for Stock Purchase Agreement — Refer to Note 9 to the consolidated financial statements

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Certain Acquired Intangible Assets - Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

On October 1, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) providing for the issuance and sale by the Company to Toyota Motor Corporation of up to an aggregate of 99,403,579 shares of common stock at a purchase price of $5.03 per share.

On August 29, 2025, the Company completed the acquisition of 100% of the outstanding equity of Blade Urban Air Mobility, Inc.

( “ Blade ” ), for total purchase consideration of approximately $92.4 million.

The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification 805, Business Combinations .

Accordingly, the purchase consideration was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of $17 million.

Intangible assets acquired primarily related to exclusive rights to air transportation services and developed technology.

Management estimated the fair value of the intangible assets using valuation techniques, which included a discounted cash flow model.

The fair value determination of the acquired intangible assets required management to make significant estimates and assumptions, including revenue and Earnings Before Interest, Taxes, Depreciation, and Amortization ( EBITDA) forecasts and discount rate.

We identified the valuation of certain acquired intangible assets as a critical audit matter given the level of judgment involved by management in developing certain valuation assumptions, and their use of a specialist to determine the fair values due to high complexity.

Our audit procedures required a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.

The significant assumptions used to estimate the fair value of Blade’s intangible assets relate primarily to revenue and EBITDA forecasts and the discount rate applied to future cash flows.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of acquired intangible assets included the following, among others:

• We tested the design and operating effectiveness of the Company’s internal controls over the valuation of certain acquired intangible assets.

• We assessed the reasonableness of management’s forecasted revenues and EBITDA by comparing the projected growth rates to historical results, certain peer companies, and industry data.

• We evaluated whether the forecasted revenues and EBITDA were consistent with evidence obtained in other areas of the audit.

With the assistance of our fair value specialists, we evaluated management’s valuation of certain acquired intangible assets as follows:

• Evaluated the reasonableness of the valuation models.

• Tested the reasonableness of the valuation assumptions, including discount rate.

Accounting for Stock Purchase Agreement – Refer to Note 9 to the financial statements

Critical Audit Matter Description

On October 1, 2024, the Company entered into a stock purchase agreement (SPA) (as amended and restated on May 22, 2025) providing for the issuance and sale by the Company to Toyota Motor Corporation of up to an aggregate of 99,403,579 shares of common stock at a purchase price of $5.03 per share.

The SPA is structured in two equal tranches of $250.0 million each.

The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the SPA, which include the parties negotiating and entering into various agreements and obtaining regulatory approvals.

We identified management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024, as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort, including the evaluation of management’s assertions regarding if the SPA is contractually binding or legally enforceable prior to the satisfaction of the SPA closing conditions associated with each tranche.

On May 22, 2025, the Company completed the initial closing of the first tranche under the SPA upon the satisfaction of initial closing conditions.

The additional closing of the second tranche is subject to the satisfaction of additional conditions including, but not limited to, the execution of a strategic alliance agreement and certain other customary closing conditions.

We identified management’s accounting evaluation and conclusion as to whether the additional closing of the second tranche under the SPA should be recognized for accounting purposes as of December 31, 2025, as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort, including the evaluation of management’s assertions regarding if the additional closing of the second tranche under the SPA is contractually binding or legally enforceable prior to the satisfaction of the additional closing conditions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024, included the following, among others:

• We tested the effectiveness of the control over management’s review of complex non-routine transactions that includes the SPA.

• We evaluated management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024.

• We evaluated the assertions and assumptions made by management supporting if the SPA is contractually binding or legally enforceable prior to the satisfaction of the SPA closing conditions, including inquiries and consideration of evidence from the Company’s legal counsel.

• We evaluated the Company’s disclosures related to the SPA for conformity with the relevant requirements under accounting principles generally accepted in the United States of America (“U.S.

Our audit procedures related to management’s accounting evaluation and conclusion as to whether the additional closing of the second tranche under the SPA should be recognized for accounting purposes as of December 31, 2025, included the following, among others:

• We tested the effectiveness of the Company’s internal control over management’s review of complex nonroutine transactions, which included the SPA.

• We evaluated management’s accounting evaluation and conclusion as to whether the additional closing of the second tranche under the SPA is recognized for accounting purposes as of December 31, 2025.

• We evaluated the assertions made by management supporting if the additional closing of the second tranche under the SPA is contractually binding or legally enforceable prior to the satisfaction of the additional closing conditions under the SPA, including inquiries and consideration of evidence from the Company’s legal counsel.

• We evaluated the Company’s disclosures related to the SPA for conformity with the relevant requirements under U.S.

/s/ Deloitte & Touche LLP

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Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s

Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Total cash, cash equivalents and short-term investments 1,407,916 932,851

Restricted cash 220 —

Other receivables 7,139 16,044

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Common stock:

$ 0.0001 par value - 1,400,000,000 shares authorized at December 31, 2024 and 2023, 784,176,364 and 698,262,025 shares issued and outstanding at December 31, 2024 and 2023, respectively

$ 0.0001 par value - 2,800,000,000 and 1,400,000,000 shares authorized at December 31, 2025 and 2024 respectively, 915,076,698 and 784,176,364 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital 4,193,684 2,768,605

Accumulated deficit ( 2,785,579 ) ( 1,855,737 )

Accumulated other comprehensive loss ( 583 ) ( 480 )

Accumulated other comprehensive income (loss) 1,517 ( 583 )

Total stockholders’ equity 1,409,713 912,363

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2025 2024 2023

Flight services $ 136 $ 1,032 $ —

Revenue $ 53,425 $ 136 $ 1,032

Operating expenses:

Flight services 67 200 —

Research and development (including related party purchases of $ 1,162 , $ 1,667 and $ 1,600 for the years ended December 31, 2024, 2023, and 2022 respectively)

Cost of Revenue 29,328 67 200

Research and development

581,101 477,156 367,049

Selling, general and administrative (including related party purchases of $ 177 , $ 286 and $ 360 for the years ended December 31, 2024, 2023 and 2022 respectively)

Selling, general and administrative

162,587 119,667 105,877

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Interest and other income, net 43,164 42,822 45,561

Income from equity method investment — — 19,463

Gain (loss) from change in fair value of warrants and earnout shares ( 53,973 ) ( 86,378 ) 98,002

Total other income (loss), net ( 11,151 ) ( 40,817 ) 134,252

Loss on common stock issuance in private placement ( 40,258 ) — —

Loss from change in fair value of warrants, earnout shares and contingent consideration ( 211,850 ) ( 53,973 ) ( 86,378 )

Total other loss, net ( 208,944 ) ( 11,151 ) ( 40,817 )

Loss before income taxes ( 928,535 ) ( 607,905 ) ( 512,911 )

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Net loss $ ( 929,842 ) $ ( 608,034 ) $ ( 513,050 )

Other comprehensive income (loss):

Unrealized gain (loss) on available-for-sale securities 550 8,240 ( 7,985 )

Other comprehensive gain (loss):

Unrealized gain on available-for-sale securities 1,099 550 8,240

Foreign currency translation gain (loss) 1,001 ( 653 ) 126

Total other comprehensive income (loss) ( 103 ) 8,366 ( 8,724 )

Total other comprehensive gain (loss) 2,100 ( 103 ) 8,366

Comprehensive loss $ ( 927,742 ) $ ( 608,137 ) $ ( 504,684 )

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Issuance of common stock in private placement 59,160,449 6 279,893 — — 279,899

Shares withheld related to net share settlement ( 13,041 ) — ( 85 ) — — ( 85 )

Vesting of early exercised stock options — — 326 — — 326

Issuance of common stock under Employee Stock Purchase Plan 1,881,109 6,918 6,918

Vesting of early exercised stock options and common stock issued in private placement — — 523 — — 523

Stock-based compensation — — 85,055 — — 85,055

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Net loss — — — ( 608,034 ) — ( 608,034 )

Other comprehensive income — — — — 8,366 8,366

Other comprehensive loss — — — — ( 103 ) ( 103 )

Issuance of common stock upon exercise of stock options 3,367,232 1 1,474 — — 1,475

Issuance of common stock upon vesting of restricted stock units 14,467,566 — — — — —

Issuance of common stock in private placement 59,160,449 6 279,893 — — 279,899

Issuance of common stock in at-the-market public offering, net of issuance cost of $ 4,183

16,158,784 2 128,834 — — 128,836

Issuance of common stock in underwritten public offering, net of issuance cost of $ 10,446

46,000,000 5 221,849 — — 221,854

Issuance of common stock under Employee Stock Purchase Plan 2,600,522 11,200 — — 11,200

Issuance of common stock in acquisition 3,320,235 9,472 — — 9,472

Vesting of early exercised stock options and common stock issued in private placement — — 424 — — 424

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Net loss — — — ( 929,842 ) — ( 929,842 )

Other comprehensive loss — — — — ( 103 ) ( 103 )

Issuance of common stock upon exercise of stock options 3,367,232 1 1,474 — — 1,475

Issuance of common stock in at-the-market public offering, net of commission and offering expenses of $ 4,183

Other comprehensive gain — — — — 2,100 2,100

Issuance of common stock upon exercise of stock options and vesting of early exercised stock options 3,360,948 2 2,799 — — 2,801

Issuance of common stock in at-the-market public offering, net of issuance cost of $ 5,301

13,792,015 1 153,566 — — 153,567

Issuance of common stock in underwritten public offering, net of commission and offering expenses of $ 10,446

Issuance of common stock in underwritten public offering, net of issuance cost of $ 15,081

35,075,000 4 575,931 — — 575,935

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Issuance of common stock under Employee Stock Purchase Plan 2,308,333 12,073 — — 12,073

Issuance of common stock in private placement, net of issuance cost of $ 95

49,701,790 5 290,158 — — 290,163

Issuance of common stock upon exercise of private warrants 4,128,197 — 70,468 — — 70,468

Issuance of common stock upon exercise of public warrants 3,008,779 — 60,696 — — 60,696

Vesting of earnout shares — — 60,709 — — 60,709

Issuance of common stock in acquisition 5,325,585 1 76,202 — — 76,203

Vesting of early exercised stock options and common stock issued in private placement — — 424 — — 424

Stock-based compensation — — 122,477 — — 122,477

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Stock-based compensation expense 127,887 104,446 93,636

(Gain)/loss from change in the fair value of warrants and earnout shares 53,973 86,378 ( 98,002 )

Income from equity method investment — — ( 19,463 )

Loss from change in the fair value of warrants, earnout shares and contingent consideration 211,850 53,973 86,378

Loss on common stock issuance in private placement 40,258 — —

Net accretion and amortization of investments in marketable debt securities ( 7,832 ) ( 15,821 ) ( 20,202 )

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Other non-current assets 1,442 ( 545 ) 309

Accounts payable and accrued and other liabilities 6,116 6,442 10,884

Accounts payable and accrued expenses and other liabilities ( 6,902 ) 6,116 6,442

Non-current liabilities 4,045 ( 171 ) 2,736

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Underwritten public offering commission and offering expenses ( 15,081 ) ( 10,446 ) —

Proceeds from issuance of common stock in private placement, net 249,905 — 280,110

At-the-market public offering gross proceeds 158,868 133,019 —

At-the-market public offering commission and offering expenses ( 5,301 ) ( 4,183 ) —

Proceeds from issuance of common stock in private placement, net — 280,110 60,060

Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 12,073 11,200 6,918

Proceeds from the exercise of stock options and warrants issuance 36,791 1,659 2,055

Repayments of tenant improvement loan and obligations under finance lease ( 2,435 ) ( 844 ) ( 1,041 )

Repayments of obligations under finance lease and tenant improvement loan ( 1,628 ) ( 2,435 ) ( 844 )

Net cash provided by financing activities 1,026,643 361,114 288,239

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Non-cash investing and financing activities

Cashless exercise of private warrants $ 85,159 $ — $ —

Acquisitions in exchange for stock issuance $ 74,496 $ — $ —

Unpaid property and equipment purchases $ 2,720 $ 6,536 $ 1,769

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Joby Aviation, Inc.

(“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully electric vertical takeoff and landing (“eVTOL”) aircraft to be used to deliver air transportation as a service.

(“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully electric vertical take-off and landing (“eVTOL”) aircraft to be used to deliver air transportation as a service.

The Company is headquartered in Santa Cruz, California.

Merger with RTP

On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”).

On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly owned subsidiary of RTP, which changed its name to Joby Aviation, Inc.

In connection with the execution of the Merger Agreement, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, shares of Common Stock, in a private placement (“PIPE Financing”).

On August 10, 2021 (“Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the acquisition of Joby Aero, Inc., a Delaware corporation (“Legacy Joby”) pursuant to that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of RTP, and Legacy Joby.

On the Closing Date, RTP was redomesticated as a Delaware corporation and changed its name to Joby Aviation, Inc.

and Legacy Joby survived as a wholly-owned subsidiary of RTP (“Merger”).

In connection with the execution of the Merger Agreement, RTP entered into separate subscription agreements with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, shares of Common Stock, in a private placement (“PIPE Financing”).

The PIPE Financing closed substantially concurrently with the consummation of the Merger.

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The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

Foreign Currency

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Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

Contingent Consideration

The Company has contingent consideration arrangements under which additional consideration may become payable upon the achievement of specified earnings measures, including EBITDA-based targets.

Contingent consideration that is not classified as equity is recorded as a liability at fair value at the acquisition date and remeasured to fair value at each reporting date until settlement.

Changes in fair value are recognized in earnings within loss from change in fair value of warrants, earnout shares and contingent consideration in the consolidated statements of operations.

Fair value is estimated using valuation techniques such as Monte Carlo simulation and incorporates significant assumptions, which may include projected financial performance, expected volatility, discount rates, and the probability and timing of achieving the applicable targets.

Use of Estimates

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GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses, and disclosure of contingent assets and liabilities.

The most significant estimates are related to the stock-based awards, long-lived assets and leases.

The most significant estimates are related to the assets and liabilities measured at fair value initially or on recurring basis where unobservable inputs are significant to the measurement of these assets or liabilities fair value, such as common stock warrants liabilities, earnout shares liability, contingent consideration, as well as estimates related to stock-based awards, long-lived assets and leases.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances.

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Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing

The Company determined its reportable segment using the management approach based on how the CODM evaluates the business.

The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants and earnout shares liability.

The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, common stock warrants, earnout shares liability and EBITDA earnout liability.

The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximate their fair values due to the short time to the expected receipt or payment.

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Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods.

At initial recognition, the Company recorded the common stock warrants liabilities and earnout shares liability on the balance sheet at their fair value.

The common stock warrants liabilities and earnout shares liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the consolidated statements of operations.

At initial recognition, the Company recorded the common stock warrants liabilities, earnout shares liability and EBITDA earnout liability on the balance sheet at their fair value.

The common stock warrants liabilities, earnout shares liability and EBITDA earnout liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the consolidated statements of operations.

Concentrations of Credit Risk

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The recorded carrying amount of cash and cash equivalents approximates their fair value.

At December 31, 2024 and 2023, restricted cash primarily related to a security deposit for a lease obligation of approximately $ 0.8 million.

At December 31, 2025 and 2024, restricted cash, primarily related to a security deposit for a lease obligation, was approximately $ 0.9 million and $ 0.8 million, respectively.

Marketable Debt Securities

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Realized gains and losses are reported in other income, net in the consolidated statements of operations.

Prior to January 1, 2022, these marketable debt securities were assessed as to whether those with unrealized loss positions are other than temporarily impaired.

The Company considered impairments to be other than temporary if they were related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis.

Realized gains and losses from the sale of marketable debt securities and declines in value deemed to be other than temporary were determined based on the specific identification method.

On January 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instrument s, as amended, on a modified retrospective basis.

At each reporting period, the Company evaluates its marketable debt securities at the individual security level to determine whether there is a

decline in the fair value below its amortized cost basis (an impairment).

In circumstances where the Company intends to sell, or are more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost.

At each reporting period, the Company evaluates its marketable debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment).

In circumstances where the Company intends to

sell, or are more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost.

In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors.

The factors considered in determining whether a credit loss exists include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying security issuers, credit ratings actions, as well as other factors.

If Company concludes that credit loss exists, to determine the portion of a decline in fair value that is credit-related, the Company compares the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security.

If the Company concludes that credit loss exists, to determine the portion of a decline in fair value that is credit-related, the Company compares the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security.

A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit loss on the consolidated balance sheet with a corresponding adjustment to net income (loss).

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The Company did not record any allowance for credit losses during the year ended December 31, 2025.

Investment in SummerBio, LLC

Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party.

The Company has determined that it is not the primary beneficiary of SummerBio.

Therefore, it accounted for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5 % as of December 31, 2023.

In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business, which SummerBio substantially completed by the end of December 2022.

The Company recognized income of $ 0.0 , $ 0.0 and $ 19.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, within income from equity method investment on the consolidated statement of operations for its investment in SummerBio.

Property and Equipment, net

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In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses.

During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets

acquired and liabilities assumed with the corresponding offset to goodwill.

During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

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The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test.

If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed.

quantitative impairment test is performed.

The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill.

2 unchanged sentences

Intangible Assets

Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (Note 4).

Intangible assets include identifiable intangible assets, primarily developed technology and exclusive rights to air transportation services resulting from acquisitions (Note 4).

Acquired intangible assets are initially recorded at fair value.

The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreement asset is based primarily on the discounted cash flow model.

Software technologies are amortized on a straight-line basis over their estimated useful lives, generally three years to five years .

The fair value of intangible assets is estimated either on the basis of replacement cost or the discounted cash flow model.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally three years to ten years .

The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software.

1 unchanged sentence

The Company’s contractual agreement asset (Note 5) is classified as other non-current assets on the consolidated balance sheet.

The Company will amortize the contractual agreement asset in proportion to the estimated incremental cash flows earned under the agreement over an estimated period of three years .

The Company will amortize the contractual agreement asset in proportion to the estimated incremental cash flows earned under the agreement over an estimated period of two years.

The Company expects to begin generating incremental cash flows under the contractual agreement asset in 2026.

5 unchanged sentences

The Company did not record any impairment of long-lived assets in 2025, 2024 and 2023.

Effective January 1, 2022, the Company adopted ASU No.

2016-02, Leases (“ASC 842”), using the modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC Topic 840, Leases (“ASC 840”).

Under ASC 840, leases are evaluated and recorded as capital leases if one of the following is true at inception:

(a) the present value of minimum lease payments meets or exceeds 90 % of the fair value of the asset, (b) the lease term is greater than or equal to 75 % of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease.

The Company records an asset and liability for capital

leases at present value of the minimum lease payments based on the incremental borrowing rate.

Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method.

Leases that are not classified as capital leases are accounted for as operating leases.

Operating lease agreements that have tenant improvement allowances are evaluated for lease incentives.

For leases that contain escalating rent payments, the Company recognizes rent expense on the straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term.

Upon adoption of ASC 842, as described below under Recently Adopted Accounting Pronouncements, the Company determined if an arrangement is a lease, or contains a lease, at inception.

Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (“ROU”) assets and current and long-term operating lease liabilities, as applicable.

The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less.

The Company typically includes in its assessment of a lease arrangement an initial lease term and Company’s options to renew the lease when there is reasonable certainty that the Company will renew.

The Company monitors its plan to renew its leases no less than on a quarterly basis.

In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants.

In accordance with ASC 842, the ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”), which is the estimated rate the Company would be required to pay for fully collateralized borrowing over the period similar to lease terms, to determine the present value of future minimum lease payments.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For lease agreements entered into or reassessed after the adoption of ASC 842, the Company does not combine lease and non-lease components.

Variable lease payments are expenses as incurred.

Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.

A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use.

When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease.

The Company accounts for leases in accordance with ASC 842.

The Company determines whether an arrangement is a lease, or contains a lease, at inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the commencement date, the Company classifies leases as operating or finance leases.

A lease is classified as a finance lease if any of the following criteria are met:

(i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term, (ii) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the underlying asset, (iv) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Leases not meeting any of these criteria are classified as operating leases.

Leases with an initial term greater than 12 months are recognized on the balance sheet as right-of-use (“ROU”) assets and corresponding lease liabilities.

The Company has elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less.

The lease term includes the non-cancellable period of the lease and renewal options that are reasonably certain to be exercised.

The Company evaluates renewal options based on relevant facts and circumstances and reassesses lease term when events or changes in circumstances indicate the Company is reasonably certain to exercise (or not exercise) an option.

ROU assets and lease liabilities are measured at commencement date based on the present value of lease payments over the lease term.

Because most leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”), which is the estimated rate the Company would be required to pay for fully collateralized borrowing over a term similar to the lease term, to determine the present value of lease payments.

Lease cost for operating leases is recognized on a straight-line basis over the lease term.

Variable lease payments are excluded from the measurement of the lease liability and are recognized in expense as incurred.

Lease incentives, including tenant improvement allowances, are reflected in the measurement of the ROU asset and are recognized as a reduction of lease cost over the lease term.

The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants.

For lease agreements entered into or reassessed, the Company accounts for lease and non-lease components separately and does not combine such components.

Certain agreements, such as capacity purchase agreements with third-party aircraft operators, may include embedded leases under ASC 842 when they provide the Company with the right to control the use of an identified aircraft and obtain substantially all of the economic benefits from its use.

In those arrangements, the Company allocates consideration between lease and non-lease components and accounts for the lease component in accordance with ASC 842.

Assumptions made at the commencement date are reassessed upon the occurrence of certain events, including a lease modification.

A lease modification is accounted for as a separate contract when the modification grants an additional right of use not included in the original lease and the incremental lease payments are commensurate with the stand-alone price of the additional right of use.

Modifications that do not result in a separate contract are accounted for as a remeasurement of the existing lease.

Government Grants

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Identifying the customer

The Company receives payments primarily from U.S.

and foreign government entities as part of the Company’s research and development and service arrangements with these entities.

To evaluate if these arrangements are within the scope of

ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company first determines if counterparties meet ASC 606’s definition of a customer in the context of the arrangements (“Customer”).

The counterparty is a Customer if it obtains goods or services that are an output of the Company’s ordinary activities in exchange for consideration.

The Company receives payments from U.S.

and foreign government entities as part of the Company’s research and development and service arrangements with these entities as well as from passengers and other customers in connection with the passenger services business.

The Company may also receive payments from commercial entities for customer demonstration and exhibition activities, and engineering services performed under contract.

To evaluate if these arrangements are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company first determines if counterparties meet ASC 606’s definition of a customer in the context of the arrangements (“Customer”).

The arrangement’s counterparty is a Customer if it obtains goods or services that are an output of the Company’s ordinary activities in exchange for consideration.

To determine if an arrangement with counterparty represents an exchange transaction, the Company analyses arrangements using the following indicators of an exchange transaction:

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If the Company concludes that counterparty is a Customer and arrangement is not a lease, the Company records revenue in accordance with ASC 606 core principle at the time when counterparty obtains control of promised goods or services in the amount that reflects the consideration expected to be received by the Company in exchange for those goods or services.

Passenger revenue primarily includes revenue generated from the transportation of passengers via helicopter or fixed wing aircraft, booked through the Company’s wholly owned subsidiary, Blade Urban Air Mobility, Inc.

and its subsidiaries (“Blade”).

Flights are typically booked through Blade associates, the Blade app, or third-party channels and paid for

principally via credit card transactions, wire transfers, checks, customer credits, and gift cards.

Flight payments are typically collected at the time of booking before the performance of the related service, and revenue is recognized when the service is completed.

Payments received in advance of performance, including advance payments, customer credit balances, and gift card purchases, are recorded as contract liabilities (deferred revenue) and recognized as revenue when the flight is flown.

For flight passes, consideration is recognized as revenue ratably over the term of the pass.

For itineraries that include more than one flight segment, each segment represents a separate performance obligation and revenue is recognized for each segment as travel occurs.

Fees for add-on services and non-refundable seat changes or extensions are considered part of the passenger flight performance obligation and are recognized when the related travel occurs.

Certain governmental taxes included in flight prices are collected and remitted to the appropriate governmental agencies and are excluded from revenue.

The Company uses five-step model to recognize the revenue:

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For promised goods or services that are immaterial in the context of the contract with the Customer, the Company does not assess whether these promises are performance obligations.

If revenue related to

such immaterial promises is recognized before related goods or services are transferred to the Customer, the Company accrues costs related to transfer of these goods or services.

If revenue related to such immaterial promises is recognized before related goods or services are transferred to the Customer, the Company accrues costs related to transfer of these goods or services.

Incremental costs of obtaining a contract:

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The Company does not disclose remaining performance obligations for contracts that have an original expected duration of one year or less.

Cost of Revenue

Cost of Revenue consist primarily of costs related to operators of aircraft and vehicles, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft fuel or electricity cost, landing fees, pilot salaries, as directly attributed to our performance of the flight services and customer demonstration and exhibition activities, and costs of providing engineering services.

Flight services expenses do not include the costs of manufacturing our aircraft and aircraft parts as such costs are expensed when incurred as Research and Development expenses.

Research and Development

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Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities.

Research and development expenses are partially offset by payments the Company received in the form of government grants, including those received under the U.S.

Research and development expenses are partially offset by payments the Company received in the form of government grants, including the majority of those received under the U.S.

Air Force’s transformative vertical lift program (“Agility Prime”).

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Advertising expenses for the years ended December 31, 2025, 2024 and 2023 were $ 0.3 million, $ 0.2 million and $ 0.2 million, respectively, included in selling, general and administrative expenses in the consolidated statements of operations.

Concentrations

Major Customers

Two customers accounted for more than 10 % or more of the Company’s revenue for the year ended December 31, 2025, Customer A represented approximately 14 % of total revenues, while Customer B represented approximately 12 % of total revenues.

One customer accounted for 10 % or more of the Company’s revenue for the years ended 2024 and 2023.

One customer accounted for 12 % of the Company’s other receivables as of December 31, 2025.

No single customer accounted for 10% of the Company’s other receivables as of December 31, 2024.

The Company uses the asset and liability method in accounting for income taxes.

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The guidance also requires all public entities with a single reportable segment have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

The Company adopted the ASU 2023-07 in the fourth quarter of 2024.

The adoption had a disclosure only impact on the Company’s consolidated financial statements (Note 15).

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740):

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The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

For public business entities, the

guidance is effective for annual periods beginning after December 15, 2024.

The Company expects the adoption to have a disclosure only impact on its consolidated financial statements.

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires public entities to disclose in the notes to financial statements, of specified information about certain costs and expenses.

The guidance applies to all public entities and is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

For public business entities, the guidance is effective for annual periods beginning after December 15, 2024.

The Company adopted this ASU in the fourth quarter of 2025.

The adoption had a disclosure only impact on the Company’s consolidated financial statements (Note 12).

New 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 public entities to disclose specified information about certain costs and expenses.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40):Disaggregation of Income Statement Expenses , Clarifying the Effective Date.

ASU 2024-03 applies to all public entities and ASU 2025-01 clarifies that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company expects the adoption to have a disclosure only impact on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) —Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer.

ASU 2025-03 applies to all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2025-03 on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer .

The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer.

Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements but the grantee does not need to be a supplier of goods or services to the grantor.

Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer.

The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods

within annual reporting periods) beginning after December 15, 2026.

Early adoption is permitted for all entities.

The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) .

The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) .

The amendments in this ASU remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires an entity to start capitalizing software costs when (i) a company’s management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) .

The amendments in this ASU (i) exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract and (ii) clarify that an entity should apply the guidance in Topic 606, including the guidance on noncash consideration in paragraphs 606-10-32-21 through 32-24, to a contract with share-based noncash consideration (for example, shares, share options, or other equity instruments) from a customer for the transfer of goods or services.

The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of ASU 2025-07 on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) .

The amendments in this ASU establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

The amendments in this ASU are effective annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.

Fair Value Measurements

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The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or 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.

The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers.

The Company’s fixed income available-for-

sale securities consist of high quality, investment grade securities from diverse issuers.

The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.

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The Company classifies the Private Placement Warrants (as defined in Note 8) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants.

The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 8) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement.

The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis.

The Company classifies Delta Warrant, Earnout Shares Liability (as defined in Note 8) and EBITDA Earnout liability (as defined in Note 4) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement.

The Delta Warrant, Earnout Shares Liability and EBITDA Earnout liability are measured at fair value on a recurring basis.

Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net, in the consolidated statements of operations.

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Common stock warrant liabilities (Public) $ 56,392 $ — $ — $ 56,392

Common stock warrant liabilities (Private Placement) — 23,296 — 23,296

Common stock warrant liabilities (Delta) — — 48,486 48,486

Warrant liabilities 34,843 23,296 37,271 95,410

Warrant liability 56,392 — 48,486 104,878

Earnout Shares Liability — — 156,692 156,692

EBITDA Earnout Liability $ — $ — $ 13,424 $ 13,424

Total fair value of liabilities $ 56,392 $ — $ 218,602 $ 274,994

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There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the years ended December 31, 2025 and 2024.

The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

Earnout Shares Liability Common stock warrant liabilities (Delta)

The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other loss, net within the consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

Earnout Shares Liability Common stock warrant liabilities (Delta) EBITDA Earnout Liability

Fair value as of January 1, 2025 $ 117,416 $ 37,271 $ —

Issuance (Settlement) of liability ( 60,709 ) — 7,631

Change in fair value 99,985 17,008 5,793

Fair value as of December 31 2025 $ 156,692 $ 54,279 $ 13,424

The fair value of the Earnout Shares Liability and Common stock warrant liabilities (Delta) (see Note 8) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

2022 Acquisitions

On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $ 1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $ 0.1 million.

The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations .

The purchase consideration of $ 1.5 million was allocated to the following:

a $ 1.1 million in favorable lease assets, $ 0.4 million of acquired machinery and equipment, $ 0.1 million of acquired current assets, and $ 0.1 million of acquired current liabilities.

On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $ 7.2 million.

The acquisition was accounted for as a business combination as the assets acquired and

liabilities assumed constituted a business in accordance with ASC 805 Business Combinations .

Part of the cash consideration in an amount of $ 2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller.

This retained amount of $ 2.2 million was released and paid to the seller during the three month ended June 30, 2023.

In relation to the acquisition, the Company issued 790,529 RSUs with an aggregate acquisition date value of approximately $ 4.5 million.

The Company also paid $ 0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $ 0.2 million.

The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date.

The purchase consideration of $ 7.2 million was, preliminarily, allocated to $ 3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $ 2.5 million of total intangible assets comprising of $ 2.4 million of acquired customer relationships intangible asset and $ 0.1 million of acquired developed technology intangible asset, $ 1.5 million of acquired current assets, primarily consisting of cash and accounts receivable, $ 0.3 million of acquired fixed assets, and $ 0.4 million of acquired current liabilities.

Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized.

In September 2022, the Company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $ 0.1 million which was paid during the three months ended December 31, 2022.

No other adjustments were made through the end of the measurement period which ended on May 16, 2023.

On November 30, 2022, the Company completed the purchase of certain real property, improvements and other assets (“Property”) from Frederick Electronics Corporation, a Maryland corporation and Plantronics, Inc., a Delaware corporation (“Sellers”) for a cash purchase price of $ 25.5 million.

The Property consists of approximately 162,000 square feet across five buildings located at 333 Encinal Street, Santa Cruz, California and will be used as the Company’s corporate headquarters.

The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired was represented by a group of similar assets.

The purchase consideration was allocated to $ 6.3 million of land, $ 17.7 million of buildings and site improvements and $ 1.5 million of equipment, fixtures and furniture.

The fair value of the Earnout Shares Liability and Common stock warrant liabilities (Delta) (see Note 8) and EBITDA Earnout liability (see Note 4) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

2024 Acquisitions

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The fair values of the acquired assets are still provisional and subject to change within the measurement period.

The Company completed its final determination of the fair values of the acquired assets and liabilities during the measurement period, which ended on May 31, 2025.

No measurement-period adjustments were recorded, and the purchase price allocation remained unchanged from the preliminary amounts.

2025 Acquisition

On August 29, 2025, the Company completed the acquisition of 100 % of the outstanding equity of Blade Urban Air Mobility, Inc., a wholly owned subsidiary of Strata Critical Medical, Inc, f/k/a Blade Air Mobility, Inc.

Blade Urban Air Mobility, Inc.

and its subsidiaries (“Blade”) operate a technology-powered, global urban air mobility platform through which they provide air charter broker and other services.

The transaction is expected to unlock immediate market access and infrastructure across key urban corridors in New York City and Southern Europe and allow the Company to combine its best-in-class technology with Blade’s experience of delivering premium customer transportation at scale.

The Company acquired all assets and assumed liabilities of Blade for total purchase consideration of approximately $ 92.4 million, consisting of (i) 5,325,585 shares of the Company’s common stock with an aggregate fair value of $ 74.5 million, calculated net of $ 1.5 million attributed to the Company’s post-combination compensation expense, (ii) payments contingent upon the achievement of future Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) targets with a fair value of approximately $ 7.6 million (“EBITDA Earnout”), (iii) indemnity holdback amount of $ 10.0

million (“Indemnity Holdback”), and (iv) pre-combination-attributed fair value of substitution RSUs of approximately $ 0.3 million.

The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations , which requires that the assets acquired and liabilities assumed in a business combination be recognized at their estimated acquisition-date fair values.

In connection with the acquisition, the Company agreed to make payments up to $ 17.5 million to the Seller, in cash or common stock at the Company’s election, subject to certain adjustments, payable 18 months following the acquisition date if certain key employees of Blade remain employed by the Company (“Retention Earnout”).

The Company also issued substitution RSUs with an estimated post-combination-attributed fair value of $ 2.5 million to certain officers and employees of Blade.

The substitution RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date.

The Retention Earnout and the substitution RSUs are accounted for as post-combination compensation expense within selling, general and administrative in the Company’s consolidated statements of operations.

At December 31, 2025 the Retention Earnout liability amounted to $ 4.0 million (Note 5).

The Company also entered into a transition services agreement (“TSA”) and Commercial Agreement (“CA”) with the Seller in connection with the acquisition.

Under the TSA, the Company and the Seller will provide to each other certain transitional services, including technology support, safety and legal support, business unit and flight operations support, certain administrative services, and access to shared contracts and insurance arrangements.

Costs incurred in connection with the TSA will be recognized as expense in the period incurred in the Company’s consolidated statements of operations.

Under the CA, the Seller must generally offer the Company the right to provide certain medical transport services before engaging competing providers for a period of eight years from the closing date

The EBITDA Earnout provides for payments of up to $ 17.5 million contingent upon the achievement of certain EBITDA targets over the first fiscal year following the acquisition date.

The fair value of the EBITDA Earnout was calculated by a risk-neutral Monte Carlo simulation, using Geometric Brownian Motion (GBM), which included significant unobservable Level 3 inputs, such as projected adjusted EBITDA and a discount rate of 7.2 %.

At December 31, 2025 the EBITDA Earnout liability amounted to $ 13.4 million (Note 5).

As part of the acquisition, $ 10.0 million was retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller.

The Indemnity Holdback will be released and paid to the seller 18 months following the closing date, subject to reduction to satisfy indemnification obligations of the seller, if any.

All or a portion of the Indemnity Holdback or the EBITDA Earnout may be paid, at the Company’s election, in cash or in shares of the Company’s common stock.

The following table summarizes the Company’s preliminary allocation of the purchase consideration to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Cash and cash equivalents $ 1,070

Restricted cash 813

Accounts and other receivables 4,194

Prepaid expenses and other current assets 7,126

Property and equipment, net 2,111

Operating lease right-of-use assets 4,964

Intangible assets 17,000

Other non-current assets 438

Goodwill 75,100

Total assets $ 112,816

Accounts payable $ 1,600

Accrued expenses and other current liabilities 14,622

Operating lease liabilities, current portion 2,882

Operating lease liabilities, net of current portion 2,240

Other non-current liabilities 336

Total liabilities $ 21,680

Total net assets acquired $ 91,136

The fair values of the acquired assets are still provisional and subject to change within the measurement period.

The final determination of the fair values of the acquired assets is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

The primary areas that are preliminary relate to net working capital adjustments, the fair values of goodwill, intangible assets, certain tangible assets and liabilities, and income taxes.

During the three month period ended December 31, 2025 the Company recorded measurement-period adjustments of $ 1.3 million, net, consisting of a $ 1.6 million net working capital adjustment that reduced purchase consideration and net $ 0.3 million of other measurement-period adjustments that affected the provisional amounts assigned to net assets acquired and goodwill and did not change purchase consideration.

Any additional changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill.

The following table summarizes the preliminary estimated fair value and useful lives of intangible assets acquired (in thousands):

Estimated Useful Life

(Years) Estimated Fair Value

Exclusive rights to air transportation services 10 $ 8,800

Developed technology 2 6,200

Customer relationships 2 1,000

Trade name 2 1,000

Total intangible assets $ 17,000

Each of the intangible assets acquired fair values were evaluated with the following valuation methodology:

• Exclusive rights to air transportation services agreements were evaluated using the Multi-period Excess Earnings Method, a form of the Income approach.

Free cash flows were discounted using a discount rate of 9.5 %.

Key assumptions include forecasted revenue, EBITDA, income tax rate, contributory asset charges, and discount rate.

• Developed technology was evaluated using the Cost to Recreate Method, a form of the Cost Approach.

Key assumptions include direct and indirect developer costs, developer’s profit, and opportunity cost.

• Customer relationships were valued using the With and Without Method, a form of the Income Approach, and then discounted to present value using a discount rate of 9.5 %.

Key assumptions include forecasted free cash flows with and without the customers in place, income tax rate, and discount rate.

• Trade names were evaluated using the Relief-from Royalty Method, a form of the Income Approach, and then discounted to present value using a discount rate of 9.5 %.

Key assumptions include forecasted revenue, royalty rate, income tax rate, and discount rate.

In connection with the acquisition, the Company recognized $ 75.1 million of goodwill, which represents the excess of the purchase price over the fair values of the net assets acquired and liabilities assumed.

The acquired goodwill is tax deductible.

It represents the excess of the purchase consideration over the aggregate preliminary fair values of identifiable assets acquired at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition.

In connection with the acquisition, the Company recognized $ 6.0 million of transaction costs, which were related to financial advisory, legal, accounting and other professional fees and were included within selling, general and administrative in the Company’s consolidated statements of operations.

Balance Sheet Components

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Equipment $ 126,874 $ 103,694

Molds and tooling 33,077 22,409

Buildings 23,801 22,186

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Computer software 20,017 18,072

Molds and tooling 22,409 16,306

Land 6,270 6,270

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Property and equipment, net $ 146,571 $ 120,954

Depreciation and amortization expense of property and equipment for the years ended December 31, 2024 and 2023 was $ 29.7 million and $ 24.4 million, respectively.

Depreciation and amortization expense of property and equipment for the years ended December 31, 2025, 2024 and 2023 was $ 33.5 million, $ 29.7 million and $ 24.4 million, respectively.

Vehicles and aircraft includes utility automobiles used at the Company's various facilities and purchased aircraft to support the Company's air operations and training.

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The intangible assets consist of the following (in thousands):

Developed technology $ 13,100 $ 6,900

Exclusive rights to air transportation services 8,800 —

Automation platform software — 7,200

Multimodal software technology — 4,900

System simulation software technology — 4,600

Developed technology 6,900 —

Other intangibles 2,500 1,485

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Intangible assets, net $ 18,859 $ 8,127

Amortization expense related to intangible assets for the years ended December 31, 2024 and 2023 was $ 5.9 million and $ 6.1 million, respectively.

Amortization expense related to intangible assets for the years ended December 31, 2025, 2024, and 2023, was $ 6.6 million, $ 5.9 million, and $ 6.1 million, respectively.

As of December 31, 2025 the weighted-average amortization period of intangible assets was 5.25 years.

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Fiscal Year December 31, 2025

2030 and thereafter 5,011

The changes in the carrying value of Goodwill are as follows:

Balance—December 31, 2023 $ 14,011

Additions associated with acquisitions 311

Balance—December 31, 2024 $ 14,322

Additions associated with acquisitions

Balance—December 31, 2025 $ 89,422

Prepaid Expenses and Other Current Assets

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Prepaid insurance 6,151 3,565

Prepaid operators 4,218 —

Other 5,394 2,170

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Contract liabilities under contracts with customers 7,003 5,161

Short-term finance lease liability 2,254 2,579

ESPP accrual 2,062 1,507

Deferred research and development credits — 1,712

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Total $ 48,018 $ 38,842

Other non-current liabilities

Other non-current liabilities consist of the following (in thousands):

Indemnity Holdback liability (Note 4) $ 10,000 $ —

EBITDA Earnout liability (Note 4) 13,424 —

Finance lease liabilities 7,447 3,859

Retention Earnout liability (Note 4) 4,006 —

Other non-current liabilities 2,716 105

Total $ 37,593 $ 3,964

The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2073 and generally contain periodic rent increases and various renewal and termination options.

Under the terms of the agreements, the Company is responsible for certain insurance, property taxes and maintenance expenses.

In fiscal year 2022, the Company adopted ASC 842, recognizing operating lease right-of-use asset and liabilities on the consolidated balance sheet and continuing accreting rent expense on a straight-line basis over the term

of the operating leases.

Rent expense for 2025, 2024 and 2023 was $ 9.8 million, $ 7.7 million and $ 7.0 million, respectively.

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2029 3,725 98

2029 2,960 87

2031 and thereafter 18,384 —

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These obligations primarily relate to the Company’s purchase agreements for certain aircraft parts through 2028.

In December 2023, Blade entered into a technology service agreement with a vendor for cloud computing services where Blade is committed to the remaining spend of $ 1.6 million for the year ending December 31, 2026.

The Company has contractual relationships with various aircraft operators to provide aircraft service for the Blade chartered flights.

Under these capacity purchase agreements (“CPAs”), the Company pays the operator contractually agreed fees (carrier costs) for operating these flights.

The fees are generally based on fixed hourly rates for flight time multiplied by hours flown.

Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company.

As of December 31, 2025, the Company has remaining unfulfilled obligations under agreements with various aircraft operators to provide aircraft service.

The remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within its capacity purchase agreements as included in the operating right-of-use asset and lease liability.

These future unfulfilled obligations were as follows:

For the Year Ending December 31, Total Unfulfilled Obligation

The Company is subject to claims and assessments from time to time in the ordinary course of business.

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The Company did not record any liabilities in connection with these possible obligations as of December 31, 2025 and 2024.

Stock Warrants and Earnout Shares

Stock Warrants, Earnout Shares and Contingent Consideration

Private Placement and Public Warrants

In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation.

Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Sponsor and RTP (“Sponsor Agreement”).

During the year ended December 31, 2024, 243 Common Stock Warrants were exercised.

overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation.

The Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Sponsor and RTP (“Sponsor Agreement”).

The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $ 21.9 million.

The Private Warrant liability was remeasured to fair value as of December 31, 2024, 2023 and 2022, resulting in a loss of $ 9.2 million and a loss of $ 8.5 million and a gain of $ 12.4 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations.

On August 11, 2025, the Private Placement Warrants were fully exercised on cashless basis and 4,128,197 shares of common stock were issued upon this cashless exercise of 11,533,333 private placement warrants.The Private Warrant liability was remeasured to fair value during the years ended December 31, 2025, 2024 and 2023, resulting in loss of $ 47.2 million,$ 9.2 million and $ 8.5 million, respectively, which is included within the loss from change in the fair value of warrants, earnout shares and contingent consideration in the consolidated statements of operations.

The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $ 32.8 million.

The public warrant liability was remeasured to fair value based upon the market price as of December 31, 2024, 2023 and 2022, resulting in a loss of $ 13.7 million and a loss of $ 12.8 million and a gain of $ 18.6 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations.

The public warrant liability was remeasured to fair value based upon the market price as of December 31, 2025, 2024 and 2023, resulting in a loss of $ 47.6 million, $ 13.7 million and $ 12.8 million, respectively, which is included within the loss from change in the fair value of warrants, earnout shares and contingent consideration in the consolidated statements of operations.

During the year ended December 31, 2025, 3,008,779 Public Warrants were exercised.

Earnout Shares Liability

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In accordance with ASC 815 Derivatives and Hed ging, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of total other income (loss), net in the consolidated statements of operations.

Under the vesting schedule, 20 % of the Earnout Shares vest in tranches when the volume-weighted average price of the Company's common stock quoted on the NYSE is greater than $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”).

After ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited.

No Earnout Shares vested as of December 31, 2024.

Under the vesting schedule, 20 % of the Earnout Shares vest in tranches when the volume-weighted average price of the Company's common stock quoted on the NYSE is greater than each of $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”).

After ten years following the consummation of the Merger (“Earnout Period”), any Earnout Shares which have not yet vested are forfeited.

On July 17, 2025, the first Triggering Event occurred when the volume-weighted average price of the Company’s common stock quoted on the NYSE exceeded $ 12.00 for 20 trading days within a period of 30 consecutive trading days resulting in vesting of 3,426,000 Earnout Shares.

Earnout Shares Liability at the closing of the Merger on August 10, 2021 was $ 149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $ 21.4 million and a loss of $ 51.9 million and

a gain of $ 65.8 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statement of operations.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $ 100.0 million, $ 21.4 million and $ 51.9 million, respectively, which is included within the loss from change in the fair value of warrants, earnout shares and contingent consideration in the consolidated statement of operations.

Assumptions used in the valuation are as follows:

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(“Delta”) on October 7, 2022, the Company sold and issued to Delta, in private placement, 11,044,232 shares of the Company’s Common Stock, at the per-share purchase price of $ 5.4327 , for an aggregate cash consideration of $ 60.0 million.

In addition, the Company issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”).

The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $ 10 and $ 12 , respectively, starting from the date the applicable milestones are satisfied and ending on the ten year anniversary of the warrant issuance date.

In addition, the Company

issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”).

The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $ 10 and $ 12 , respectively, with each tranche becoming exercisable upon satisfaction of its applicable milestone and expiring on the ten year anniversary of the warrant issuance date.

The number of shares and exercise price for both tranches is subject to value cap adjustment if the 30 day volume weighted average price per share of the Company’s stock exceeds 150 % of each respective tranche’s exercise price, but disregarding any price increases occurring within 10 business days after a public announcement of the achievement of an applicable milestone, if any.

On January 12, 2026, following satisfaction of the applicable milestone on November 10, 2025, Delta exercised the first tranche of the Delta Warrant for 7,000,000 shares.

The Company concluded that no assets or liabilities were transferred by either party beyond the Company’s issuance of common stock and warrants in exchange for the total cash consideration from Delta, that the umbrella agreement does not constitute a funded research and development agreement in the scope of ASC 730 Research and Development or a collaborative agreement in the scope of ASC 808 Collaborative Agreements , and that the Delta Warrant is a freestanding financial instrument not indexed to the Company’s own stock.

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The Delta Warrant issuance was initially recognized as a liability on October 7, 2022, at a fair value of $ 16.1 million based on a Monte Carlo simulation valuation model using the most reliable information available.

The Delta Warrant’s liability was remeasured to fair value as of December 31, 2024, 2023 and 2022 resulting in a loss of $ 9.5 million and a loss of $ 12.8 million and a gain of $ 1.2 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations.

The Delta Warrant’s liability was remeasured to fair value as of December 31, 2025, 2024 and 2023 resulting in a loss of $ 11.2 million, $ 9.5 million and $ 12.8 million, respectively, which is included within the loss from change in the fair value of warrants, earnout shares and contingent consideration in the consolidated statements of operations.

Assumptions used in the valuation of Delta Warrants are as follows:

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Expected term (in years) 6.80 7.80 10.00

EBITDA Earnout Liability

In connection with the Company’s acquisition of Blade (Note 4), the Company recorded contingent consideration related to EBITDA Earnout.

The EBITDA Earnout Liability at the closing of the acquisition on August 29, 2025 was $ 7.6 million based on a Monte Carlo simulation valuation model using the most reliable information available.

During the three month period ended December 31, 2025, the Company recognized a loss related to the change in the fair value of the EBITDA Earnout Liability of $ 5.8 million which is included within loss from change in fair value of warrants, earnout shares and contingent consideration in the consolidated statements of operations.

Assumptions used in the valuation are as follows:

December 31, 2025

Expected volatility 35.70 %

Risk-free interest rate 3.41 %

Dividend rate 0.00 %

Expected term (in years) 0.66

Stockholders' Equity

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Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware, and without further stockholder action.

The shares of preferred stock would be

issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers and directors, and in certain instances may be used as an antitakeover defense.

The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers and directors, and in certain instances may be used as an antitakeover defense.

As of December 31, 2025 and 2024, there were no preferred stock issued and outstanding.

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The Company had reserved common stock, on an as-converted basis, for future issuance as follows:

December 31, 2025

Stock options outstanding under 2016 Stock Plan 6,462,574

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Common stock warrants 21,240,957

Shares available for issuance under the 2021 ESPP plan 13,409,644

Total common stock reserved 183,892,885

December 31, 2024

Stock options outstanding under 2016 Stock Plan 9,887,462

Unvested RSU's under 2016 Stock Plan 3,056,014

Unvested RSU's under 2021 Stock Plan 37,332,726

Remaining shares available for future issuance under the 2021 plan 85,140,199

Common stock warrants 28,783,069

Total common stock reserved 164,199,470

Stock Offerings

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In December 2024, the Company entered into an Equity Distribution Agreement with Morgan Stanley & Co.

LLC and Allen & Company LLC, under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of $ 300,000,000 of its common stock in an “at-the-market” offering (the “ATM Offering”).

During the year ended December 31, 2024, the Company sold 16,158,784 shares of its common stock under the ATM Offering, at a weighted-average gross sales price of $ 8.23 per share.

Net proceeds of the ATM Offering during the year ended December 31, 2024, were $ 128.8 million after deducting $ 4.2 million in commissions and expenses .

As of December 31, 2024, $ 167.0 million of common stock remain available for sale under the ATM Offering.

On October 1, 2024, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and between the Company and Toyota Motor Corporation (the “Toyota”) providing for the issuance and sale by the Company to Toyota in a private placement of up to an aggregate of 99,403,579 shares of common stock, par value $ 0.0001 per share, at a purchase price of $ 5.03 per share, upon the terms and conditions set forth in the Stock Purchase Agreement (the “Toyota Private Placement”).

LLC and Allen & Company LLC, under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of $ 300.0 million of its common stock in an “at-the-market” offering (the “ATM Offering”).As of December 31, 2025, 29,950,799 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net

proceeds of $ 282.4 million .

As of December 31, 2025, $ 8.1 million r emains available for sale under the Equity Distribution Agreement

On October 9, 2025, the Company issued 35,075,000 shares of common stock at a price of $ 16.85 per share in a underwritten public offering for net proceeds of $ 575.9 million, after deducting commission and offering expenses payable by the Company of $ 15.1 million

On October 1, 2024, the Company entered into a stock purchase agreement (as amended and restated on May 22, 2025,

the “Stock Purchase Agreement”) by and between the Company and Toyota Motor Corporation (the “Toyota”) providing for the issuance and sale by the Company to Toyota in a private placement of up to an aggregate of 99,403,579 shares of common stock, par value $ 0.0001 per share, at a purchase price of $ 5.03 per share, upon the terms and conditions set forth in the Stock Purchase Agreement (the “Toyota Private Placement”).

The Toyota Private Placement is structured in two equal tranches of $ 250.0 million each.

The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement.

The first tranche (the “Initial Closing”) is subject to conditions including, but not limited to:

(i) the satisfaction of certain regulatory approvals or

clearances, including with respect to the Committee on Foreign Investment in the United States and under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

(ii) the adoption of certain changes to the provisions of the Company’s amended and restated bylaws concerning the ownership of common stock by non-citizens of the United States (the “Foreign Ownership Requirement”);

(iii) the authorization by the Company’s board of directors of certain changes to Article XIV of the Company’s amended and restated certificate of incorporation concerning the Foreign Ownership Requirement (the “Charter Amendment”), subject to approval by the stockholders of the Company at the Company’s annual meeting in 2025;

(iv) the execution of an amendment and restatement of the Amended and Restated Collaboration Agreement, dated August 30, 2019, between the Company and Toyota (“Restated Collaboration Agreement”);

(v) the execution of a services agreement by the Company and Toyota (“Services Agreement”);

and (vi) certain other customary closing conditions.

The second tranche (the “Additional Closing”) is subject to conditions including, but not limited to:

(i) the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by the Company and Toyota (“Strategic Alliance Agreement”);

(ii) the approval of the Charter Amendment by the stockholders of the Company at the Company’s annual meeting in 2025;

and (iii) certain other customary closing conditions.

The first tranche closing occurred on May 22, 2025.

The second tranche is subject to conditions including, but not limited to:

the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by the Company and Toyota (“Strategic Alliance Agreement”) and certain other customary closing conditions.

The agreements to be entered into in connection with such conditions are subject to the receipt of regulatory approvals, the parties negotiating and entering into definitive agreements and the conditions included within the applicable definitive documents.

The Company evaluated the terms of the Stock Purchase Agreement and concluded that it does not represent a financial instrument, as defined under U.S.

GAAP, until the Restated Collaboration Agreement and Services Agreement for the first tranche and the Strategic Alliance Agreement for the second tranche (together the “Commercial Agreements”) are executed by the Company and Toyota.

The execution of the Commercial Agreements, which are subject to negotiation and finalization between the Company and Toyota, did not occur as of December 31, 2024.

GAAP, until the Restated Collaboration Agreement for the first tranche and the Strategic Alliance Agreement for the second tranche are executed by the Company and Toyota.

The execution of the Strategic Alliance Agreement, which is subject to negotiation and finalization between the Company and Toyota, did not occur as of December 31, 2025.

Revenue Recognition

The Company’s revenue is primarily from provision of flight services to its customers.

The Company recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration the Company expects to receive for those goods or services.

Flight services

Flight services revenue primarily includes consideration for the Company’s performance of customer directed flights and on-base operations for various U.S.

Department of Defense agencies (“DOD”).

These services are used by the DOD to demonstrate how eVTOL aircrafts can support a range of logistics missions, in realistic mission settings, including cargo and passenger transportation, and could be operated by both the Company’s and DOD’s personnel.

On-base operations also include the training of DOD pilots and aircraft maintenance crews, as well as access to aircraft simulator, which provides the DOD with valuable insight into the performance of an eVTOL aircraft.

Revenues are recognized as services are rendered and performance obligations are satisfied over time in accordance with contractual terms.

Flight services operating expenses primarily comprise of flight, flight support, and maintenance personnel, cost of operating flight-support aircraft, depreciation of capitalized ground support equipment and the Company’s aircraft electricity costs, as directly attributed to the Company’s performance of these flight services.

Flight services operating expenses do not include aircraft and aircraft parts manufacturing costs as these costs are expensed as research and development costs by the Company when incurred, based on applicable research and development accounting guidance.

Contract Assets, Liabilities and Receivables

The Company generally satisfies performance of contract obligations by providing flight services to its customers in exchange for consideration.

The timing of performance may differ from the timing of the customer’s payment or the Company’s right to receive payment, which results in the recognition of a contract asset or a contract liability.

A contract asset exists when the Company has satisfied a performance obligation in a contract with a customer for which revenues has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations).

These contract assets are transferred to receivables when the right to consideration becomes unconditional.

Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services.

The Company typically invoices customers on a monthly basis with the payment due between 30 and 60 days from the date of invoice.

There were no contract assets and receivables from the customers as of December 31, 2024, and 2023.

There was no revenue from contracts with the customers during the year ended December 31, 2022.

Contract liabilities represents payments by customers in advance of receiving the Company’s flight services, see table below (in thousands).

Contract liabilities under contracts with customers $ 5,161 $ 2,534

Remaining Performance Obligations

Remaining performance obligations represent contracts for which work has not been performed and future revenue recognition is expected.

The Company has elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less.

The Company’s contracts with its customers can be cancelled without penalty and with a notice period of less than a year.

Additionally, these contracts do not commit customers to acquire specific amounts of flight services and permit them to decrease the flight services under the contracts with a corresponding decrease in the consideration without penalty.

Disaggregated Revenue

Disaggregated revenue was as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Passenger $ 34,822 $ — $ —

Other 18,603 136 1,032

Total Revenue $ 53,425 $ 136 $ 1,032

and its subsidiaries (“Blade”), which operates as an air charter broker.

Flights are typically booked through Blade associates, the Blade app, or third-party channels and paid for principally via credit card transactions, wire transfers, checks, customer credits, and gift cards.

Flight payments are typically collected at the time of booking before the performance of the related service, and revenue is recognized when the service is completed.

Other revenue primarily includes revenue from government flight services, customer demonstration and exhibition activities, and engineering services.

Government flight services revenue primarily includes consideration for the Company’s performance of customer-directed flights and on-base operations for various U.S.

Department of Defense (DOD) agencies.

Demo activities revenue primarily includes consideration for the Company’s performance of customer-directed demonstration and exhibition activities using its aircraft, which may include demonstration flights and related support services performed for counterparties for their benefit.

The other revenue is recognized (i) over time, as the performance obligations are satisfied, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services, typically measured based on flight hours, service hours, milestones, or other relevant metrics;

or (ii) at a point in time, upon termination of a contract, if applicable, when the Company has fulfilled its obligations and no further performance is required.

Contract Liabilities

Contract liabilities are defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer.

As of December 31, 2025 and 2024, the Company’s contract liability balance is $ 7.0 million and $ 5.2 million respectively, classified within accrued and other current liabilities in the condensed consolidated balance sheets.

These balances consist of payments from Blade customers and payments for government flight services received in advance of the actual flight, prepaid monthly and annual flight passes, customer credits for flight reservations that were cancelled for good reason by the customer, and prepaid gift card obligations.

Customers have one year to use the credit as payment for a future flight with the Company.

Revenue recognized out of the beginning balance of contract liability was $ 5.2 million and $ 0.1 million for the year ended December 31, 2025 and 2024, respectively.

Addition to contract liability as a result of acquisition (see Note 4) was $ 7.4 million for the year December 31, 2025.

Stock-based Compensation

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The fair value of the RSU’s granted under the 2016 Plan was determined by the Company’s Board of Directors on the date of grant.

Generally, RSUs granted under the 2016 Plan have a six years vesting period.

Generally, RSUs granted under the 2016 Plan have a six year vesting period.

On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”).

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The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent ( 4 %) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors.

Generally, RSUs granted under the 2021 Plan have a three-year or four-year vesting period.

On December 31, 2025, the number of shares available for issuance under 2021 Plan was 99,197,579 .

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The total fair value of RSUs vested for the years ended December 31, 2025, 2024 and 2023 was $ 85.2 million, $ 90.9 million and $ 60.6 million, respectively.

On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals to be achieved in 2022 (“2022 Bonus Plan”).

The RSUs awarded under 2022 Bonus Plan vested on January 1, 2023 and are included in Restricted Stock Units

activity for the year ended December 31, 2023.

On February 27, 2023, the Company’s Compensation Committee of the Board of Directors (“Compensation Committee”) approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals in 2023 (“2023 Bonus Plan”).

The RSU awards were granted when the achievement of each goal was approved by the Compensation Committee in 2023, and the RSUs vested in equal installments in each of January, February, March and April 2024 provided the employee or consultant continued to be a service provider through the relevant vesting dates.

The target bonus opportunity was equal to 30 % of the employee’s base salary as of the applicable grant date, with stretch bonus goals that are one-third higher than the target amounts unless otherwise established by the Compensation Committee.

The target bonus opportunity was equal to 30 % of the employee’s base salary as of the applicable grant date, with stretch bonus goals that were one-third higher than the target amounts unless otherwise established by the Compensation Committee.

In accordance with ASC 718 Compensation - Stock Compensation , awards under 2023 Bonus Plan were classified as a liability until such time that the respective milestones were met, at which point the liability was reclassified to equity.

If it was determined that the milestone could not be met, the liability was reversed.

If it was determined that a milestone could not be met, the liability was reversed.

On February 12, 2024, the Compensation Committee approved a performance-based program under which RSUs are awarded.

Each RSU represents the right to receive, upon vesting, up to 1.25 shares of the Company’s common stock, based on the achievement of certain specified objectives tied to five goals during 2024 (“2024 Bonus Plan”).

Each goal has criteria for achievement of a minimum, target or maximum achievement level, expressed as a percentage, and the amount of the awards that will vest is calculated by summing the actual achievement percentages as of December 31, 2024.

maximum possible amount that will vest is 125 %.

If exactly the minimum or target levels are achieved, 45 % and 100 % of the awards, respectively, will vest.

The RSUs awarded under the 2024 Bonus Plan will vest in equal installments on each of January 14, 2025, February 10, 2025, March 4, 2025 and April 7, 2025, subject in each case to the participant’s continued status as a service provider through respective vesting date.

In accordance with ASC 718 Compensation - Stock Compensation , the Company has determined that 2024 Bonus Plan awards are equity awards with performance condition, and classified them as equity.

In June 2023, the Compensation Committee approved long-term incentive performance-based RSU awards (“LTI Awards”) to certain employees of the Company.

Each goal had criteria for achievement of a minimum, target or maximum achievement level, expressed as a percentage, and vesting percentage was determined by summing the actual achievement percentages as of December 31, 2024.

Under the 2024 Bonus Plan, the maximum possible vesting percentage was 125 %.

Achievement at exactly the minimum or target levels would result in 45 % or 100 % vesting , respectively.

The RSUs awarded under the 2024 Bonus Plan vested in equal installments on each of January 14, 2025, February 10, 2025, March 4, 2025 and April 7, 2025.

In accordance with ASC 718 Compensation - Stock Compensation , the Company determined that the 2024 Bonus Plan awards were equity awards with a performance condition, and classified them as equity.

On February 4, 2025, the Compensation Committee approved a performance-based program under which RSUs are awarded.

Each RSU represents the right to receive, upon vesting, up to 1.25 shares of the Company’s common stock, based on the achievement of certain specified elements tied to five goals during the first half of calendar year 2025 (“H1 2025 Bonus Plan”).

The maximum possible amount that will vest is 125 %.

If exactly the minimum or target levels are achieved,

50 % and 100 % of the awards, respectively, will vest.

The RSUs awarded under the H1 2025 Bonus Plan will vest in equal installments on each of January 12, 2026, February 9, 2026 and March 9, 2026, subject in each case to the participant’s continued status as a service provider through the respective vesting date.

In accordance with ASC 718 Compensation - Stock Compensation , the Company has determined that the H1 2025 Bonus Plan awards are equity awards with a performance condition, and has classified them as equity.

On July 28, 2025, the Compensation Committee approved a performance-based program under which RSUs are awarded.

Each RSU represents the right to receive, upon vesting, up to 2 shares of the Company’s common stock, based on the achievement of certain specified elements tied to six goals during the period from July 1, 2025 to February 18, 2026 (“H2 2025 Bonus Plan”).

Each goal has criteria for achievement of a target or maximum achievement level, expressed as a percentage, and the amount of the awards that will vest is calculated by summing the actual achievement percentages as of February 18, 2026.

The maximum possible amount that will vest is 200 %.

If exactly the target levels are achieved, 100 % of the awards will vest.

For five of the six goals, the achievement percentage shall be equal to the target achievement percentage of 100 % if the goal is achieved on the target date of December 31, 2025 (“Target Date”).

If the goal is achieved earlier or later than the Target Date, the achievement percentage shall be increased or decreased on a pro rated basis for each day, up to 200 % if the goal is achieved on or before November 11, 2025, or 0 % if the goal is achieved on or after February 19, 2026, respectively.

For the sixth goal, achievement is determined by the number of elements achieved on or before December 31, 2025.

The RSUs awarded under the H2 2025 Bonus Plan will vest in equal installments on each of March 9, 2026 and April 7, 2026, subject in each case to the participant’s continued status as a service provider through the respective vesting date.

In accordance with ASC 718 Compensation - Stock Compensation , the Company has determined that the H2 2025 Bonus Plan awards are equity awards with performance condition, and classified them as equity.

On June 21, 2023, the Compensation Committee approved long-term incentive performance-based RSU awards (“LTI Awards”) to certain employees of the Company.

The LTI Awards vest in a single installment on June 21, 2026, provided that (i) certain performance conditions are met on or prior to that date and (ii) the employee continues to be a service provider through the vesting date.

The Company considers the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite service period when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes.

On June 2, 2025, the Compensation Committee approved long-term incentive performance-based RSU awards (“2025 LTI Awards”) to certain employees of the Company.

The 2025 LTI Awards vest provided that (i) certain performance conditions are met on or prior to the dates stated in the 2025 LTI Awards agreements and (ii) the employee continues to be a service provider through the achievement of such performance conditions.

On February 12, 2024, the Compensation Committee approved a long-term performance-based RSU awards (“LPA Awards”) to certain employees of the Company.

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Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85 % of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower.

Under the terms of 2021 ESPP, if the closing price of the Company’s shares on the exercise date falls below the closing price of the Company’s shares on the enrollment date for an ongoing offering, the ongoing offering will terminate immediately following the purchase of ESPP shares on the exercise date and participants in the terminated offering would automatically be enrolled in the new offering (“ESPP Reset”), potentially resulting in an additional modification to stock-based compensation expense to be recognized over the new offering period.

Due to the changes in the Company’s stock price, an ESPP Reset occurred in May 2024, resulting in incremental stock-based compensation expense to be recognized over the offering period ending May 2025.

the terminated offering will automatically be enrolled in the new offering (“ESPP Reset”), potentially resulting in an additional modification to stock-based compensation expense to be recognized over the new offering period.

Due to the changes in the Company’s stock price, an ESPP Reset occurred on May 15, 2024, resulting in incremental stock-based compensation expense recognized over the offering period that ended on May 15, 2025.

The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent ( 0.5 %) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors.

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These awards are typically subject to a vesting period of six years .

As of December 31, 2024 and 2023, 1,154,146 and 1,988,511 shares, respectively, were subject to repurchase at a weighted average price of $ 0.05 per share and $ 0.09 per share, respectively, and $ 0.1 million and $ 0.2 million, respectively, was recorded within the other non-current liabilities on the Company’s consolidated balance sheets.

In addition, upon completion of the Reverse Recapitalization 2,677,200 shares of Legacy Joby preferred stock which were subject to time-based vesting conditions were converted to restricted common stock.

As of December 31, 2025 and 2024, 708,731 and 1,154,146 shares, respectively, were subject to repurchase at

a weighted average price of $ 0.04 per share and $ 0.05 per share, respectively, and $ 0.0 million and $ 0.1 million, respectively, was recorded within the other non-current liabilities on the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, the number of such shares that were subject to repurchase was 668,384 and 1,114,380 .

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Total provision (benefit) $ 1,307 $ 129 $ 139

A reconciliation of the statutory U.S.

federal rate to the Company’s effective tax rate is as follows:

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

(in thousands)

Statutory Rate $ ( 194,992 ) 21.0 %

State and Local Income Taxes ( 2 ) — %

Foreign Tax Effects

Effect of Foreign Operations 4,096 ( 0.4 ) %

Research and development tax credits ( 31,180 ) 3.4 %

Changes in Valuation Allowances 177,069 ( 19.2 ) %

Nontaxable and Nondeductible items

Share-based compensation, net (1)

( 11,839 ) 1.3 %

Other Adjustments 12,499 ( 1.3 ) %

Change in Fair Value of Derivative 44,488 ( 4.8 ) %

Changes in Unrecognized Tax Benefits 1,168 ( 0.1 ) %

Effective Tax Rate $ 1,307 ( 0.1 ) %

(1) Includes amounts related to non-deductible stock-based compensation, including non-deductible executive compensation, in addition to excess tax benefits or shortfalls from stock-based compensation.

Our tax provision includes $ 13 million of excess tax benefits for 2025.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Tax at federal statutory rate ( 21.0 ) % ( 21.0 ) %

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Net deferred tax assets $ ( 339 ) $ — $ —

In connection with the acquisition of Uber Elevate on January 11, 2021, a deferred tax liability was established for the book versus tax basis difference associated with the contractual agreement asset (Note 5).

This deferred tax liability created an additional source of income to realize the Company's deferred tax assets.

As the Company continues to maintain a full valuation allowance against its net deferred tax assets, this additional source of income resulted in a corresponding release of the Company’s previously recorded valuation allowance against its net deferred tax assets.

Consistent with the applicable guidance, this release of the valuation allowance was recorded in the consolidated statements of operations as an income tax benefit.

The following shows the changes in the gross amount of unrecognized tax benefits as follows (in thousands):

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The Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes.

The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months.

Due to the full valuation allowance at December 31, 2024, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate.

Any adjustments made after the valuation allowance is released will have an impact on the tax rate.

As of December 31, 2025 and 2024 , the Company has accrued $ 0.4 million and $ 0.0 million interest and penalties, respectively.

As of each of December 31, 2025 and 2024, the Company has unrecognized tax benefits that, if recognized, would impact its effective tax rate by $ 0.8 million and $ 0.0 million, respectively.

In assessing the realizability of deferred income 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.

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Related Party Transactions

The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company.

The services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located.

Expenses and related payments to these vendors totaled $ 0.6 million, $ 0.6 million and $ 0.7 million during the years ended December 31, 2024, 2023 and 2022,

respectively.

The Company owed these vendors $ 0.0 and $ 0.0 as of December 31, 2024 and 2023, respectively.

In addition, the Company entered into certain transactions with SummerBio in the year ended December 2022.

These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of $ 0.0 , 0.0 and $ 1.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company’s Chief Executive Officer and founder has ownership interests in certain vendors that provide services to the Company.

Services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located, and an aircraft charter.

Expenses and related payments to these vendors totaled $ 0.7 million, $ 0.6 million and $ 0.6 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The Company owed these vendors $ 0.0 million and $ 0.0 million as of December 31, 2025 and 2024, respectively.

Toyota Motor Corporation (“Toyota”) is a beneficial owner of more than 10 % of the voting interests of the Company and has the right to designate a director for election to the Company’s Board of Directors.

Toyota is developing prototypes and supplying parts and materials for some of the Company’s manufactured subassembly components.

The Company made payments to Toyota for these parts and materials totaling $ 0.7 million, $ 1.3 million and $ 0.0 during the years ended December 31, 2024, 2023 and 2022, respectively.

Additionally, the Company identified an embedded finance lease within the Company’s purchase and sale agreement with Toyota for subassembly components in the amount of $ 4.1 million and $ 3.8 million as of December 31, 2024 and 2023, respectively.

The Company owed Toyota $ 0.0 and $ 0.0 as of December 31, 2024 and 2023, respectively.

The Company made payments to Toyota for these parts and materials totaling $ 1.1 million, $ 0.7 million and $ 1.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

In addition, the Company recognized revenue from Toyota related to demonstration flights and related support services amounting to $ 6.3 million during the three month period ended December 31, 2025.

Additionally, the Company identified an embedded finance lease within the Company’s purchase and sale agreement with Toyota for subassembly components in the amount of $ 7.2 million, $ 4.1 million and 3.8 million as of December 31, 2025, 2024 and 2023, respectively.

The Company owed Toyota $ 0.1 million and $ 0.0 million as of December 31, 2025 and 2024, respectively.

In October 2024, the Company and Toyota signed a stock purchase agreement pursuant to which Toyota committed to invest up to an additional $ 500 million, subject to the satisfaction of certain closing conditions.

In May 2025, the Company completed initial closing under this stock purchase agreement and issued 49,701,790 shares at the per share purchase price of $ 5.03 , for an aggregate purchase price of 250,000,000 (“Initial Closing”).

The Company recorded a noncash loss of $ 40.3 million in relation to the Initial Closing to account for the difference between the amount of aggregated purchase price and the fair value of shares issued as of the date of issuance.

The fair value of the stock as of the date of issuance was determined based on the market price of the Company’s shares adjusted for a lack of marketability discount, as issued

shares were not registered with the SEC.

The loss was presented in the loss on common stock issuance in private placement line within other loss, net, in the consolidated statements of operations during the year ended December 31, 2025.

Net Loss per Share Attributable to Common Stockholders

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Year Ended December 31,

Common stock warrants 28,783,069 28,783,333

Unvested restricted stock awards 1,114,380 1,561,599

Unvested restricted stock units 40,388,740 31,076,699

Unvested early exercised common stock options 1,154,146 1,988,511

Options to purchase common stock 9,887,462 13,574,585

Total 81,327,797 76,984,727

Year Ended December 31,

2025 2024 2023

Common stock warrants 21,240,957 28,783,069 28,783,333

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Options to purchase common stock 6,462,574 9,887,462 13,574,585

Earnout Shares 17,130,000

Total 72,662,777 81,327,797 76,984,727

Segment Reporting

The Company has one operating and reportable segment - flight services.

The flight services revenue primarily includes consideration received for our performance of customer-directed flights and on-base operations for various DOD agencies.

The accounting policies of the flight services segment are the same as those described in the summary of significant accounting policies.

Substantially all Company’s fixed assets are located in the United States and all of the Company’s revenue is from the DOD in the United States.

The Company has one operating and reportable segment, air transportation and related services (“Services”).

The Services segment includes research and development and related activities to research, develop, test, and manufacture the Company’s eVTOL aircraft and supporting systems, which are managed and evaluated on a consolidated basis.

The Services revenue primarily includes consideration received for (i) facilitation of passenger transportation via helicopter or fixed wing aircraft primarily in the Northeast United States and Southern Europe, (ii) performance of customer-directed flights and on-base operations for various DOD agencies, and (iii) other services related to the Company’s core operations.

The accounting policies of the services segment are the same as those described in the summary of significant accounting policies.

As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss is consolidated net loss as reported in the consolidated statement of operations.

The measure of segment assets is the total assets as reported in the consolidated balance sheet.

The Company does not have intra-entity sales or transfers.

The significant segment expense categories and amounts for the flight services segment are as follows (in thousands):

Flight services segment

Year Ended December 31, 2024

Flight services $ 136

The following table presents the segment disclosures required under U.S.

GAAP (in thousands):

Services segment

Year Ended December 31, 2025 Year Ended December 31, 2024

$ 53,425 $ 136

Operating expenses:

People related costs, excluding stock based compensation expense ( 371,130 ) ( 316,485 )

Loss from change in fair value of warrants, earnout shares, and contingent consideration ( 211,850 ) ( 53,973 )

Stock-based compensation expense ( 127,887 ) ( 104,446 )

Other segment items (1)

( 272,400 ) ( 133,266 )

Net loss $ ( 929,842 ) $ ( 608,034 )

(1) Other segment items comprise primarily of depreciation and amortization, materials used in research & development activities, government grants (presented as a reduction of research and development expenses), professional services and other overhead expenses, gain (loss) from change in fair value of warrants & earnout shares, and interest and other income, net.

(1) Other segment items comprise primarily of depreciation and amortization, materials used in research & development activities, government grants (presented as a reduction of research and development expenses), professional services, other overhead expenses, and interest and other income, net.

Geographic Information

Revenue by geography is based on the location where the underlying services are provided.

Long-lived assets, net includes property and equipment, net and operating right-of-use assets.

Summary financial data attributable to various geographic regions for the periods indicated is as follows (in thousands):

Year Ended December 31,

2025 2024 2023

United States $ 35,751 $ 136 $ 1,032

Japan 8,134 — —

Europe 6,768 — —

Other 2,772 — —

$ 53,425 $ 136 $ 1,032

Long-lived assets

United States $ 160,299 $ 135,597

Other 18,109 14,046

$ 178,408 $ 149,643

Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued.

The Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the financial statements .

On January 12, 2026, Delta exercised the first tranche of the Delta Warrant (described in Note 8) to purchase 7,000,000 shares of common stock at $ 10 per share for $ 70.0 million in cash proceeds, following achievement of the applicable milestone.

On January 28, 2026, the Company entered into an underwriting agreement to issue and sell 52,863,437 shares of common stock at a public offering price of $ 11.35 per share and granted the underwriters a 30‑day option to purchase up to an additional 7,929,515 shares of common stock.

The issuance of the 52,863,437 shares was completed on February 2, 2026, and the Company received net proceeds of approximately $ 576.0 million, after deducting underwriting discounts and commissions and estimated offering expenses.

On January 28, 2026, the Company also entered into a separate underwriting agreement relating to the offer and sale (including short sales) of up to 5,286,343 shares of the Company’s common stock in connection with market activities relating to the Company’s 0.75 % convertible senior notes due 2032.

These transactions involved existing shares of the Company’s common stock.

On February 2, 2026, the Company issued $ 690.0 million aggregate principal amount of 0.75 % convertible senior notes due 2032 (the “2032 Notes”), including the full exercise of the initial purchasers’ option to purchase an additional $ 90.0

million principal amount.

The Company received net proceeds of approximately $ 670.4 million, after deducting underwriting discounts and commissions and estimated offering expenses.

The 2032 Notes are senior, unsecured obligations and bear interest at 0.75 % per year, payable semiannually in arrears on February 15 and August 15 (beginning August 15, 2026), and mature on February 15, 2032, unless earlier repurchased, redeemed or converted.

The 2032 Notes are convertible into cash, shares of common stock or a combination of cash and shares, at the Company’s election, subject to customary conversion conditions, including based on stock price and trading price triggers, upon certain corporate events, or during the final conversion period beginning November 17, 2031.

The Company may redeem the notes for cash on or after February 20, 2029, subject to specified conditions.

The initial conversion rate is 70.4846 shares per $1,000 principal amount (initial conversion price is approximately $ 14.19 per share), subject to customary anti-dilution adjustments and potential increases upon certain make-whole events.

If a fundamental change occurs, holders may require the Company to repurchase the notes for cash at 100 % of principal plus accrued interest.

The indenture contains customary covenants and events of default.

In connection with the issuance of the 2032 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions at an aggregate cost of approximately $ 63.3 million.

The capped call transactions are expected to reduce potential dilution from conversion of the 2032 Notes and/or offset certain cash payments the Company would be required to make in excess of the principal amount upon conversion.

The capped call transactions initially have a strike price of approximately $ 14.19 per share and an initial cap price of $ 22.70 per share (each subject to customary adjustments).

The capped call transactions provide for net share settlement as the default settlement method, with cash settlement applicable only if elected under the terms of the confirmations.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data