What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 63 added, 39 removed, 148 unchanged (41% of the section changed)

4 unchanged sentences

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

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

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

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

Based upon this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this Report, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

Management’s Report on Internal Control over Financial Reporting

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

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

As part of management’s evaluation of internal control over financial reporting, the internal control over financial reporting of Blade, acquired in August 2025, was included in our assessment as of December 31, 2025.

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

2 unchanged sentences

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, other than described above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than changes implemented to integrate the acquisition of Blade into our internal control over financial reporting, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Trading Plans

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

On October 9, 2025 , Paul Sciarra , Chairman of the Company’s Board of Directors , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 1,500,000 shares of Company common stock held by Sciarra Asset Management, beginning February 7, 2026 and ending June 30, 2026 .

On October 10, 2025 , JoeBen Bevirt , the Company’s Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 103,599 shares of Company common stock held by Mr.

Bevirt, up to 2,416,401 shares held by the Joby Trust and up to 440,000 held by the JoeBen Bevirt 2020 Descendants Trust, beginning February 8, 2026 and ending June 30, 2026 .

Bevirt is the trustee of the Joby Trust and the JoeBen Bevirt 2020 Descendants Trust and may be deemed to be the beneficial owner of such shares.

On December 30, 2025 , Eric Allison , the Company’s Chief Product Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) of the Exchange Act to sell, subject to certain conditions, up to 183,578 shares of Company common stock

beginning March 31, 2026 and ending March 26, 2027 .

This includes up to 51,578 shares to be issued upon the vesting of RSUs granted to Mr.

The actual number of shares that may be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold by the Company to satisfy tax withholding obligations arising from the vesting of the RSUs awarded to Mr.

Allison and is not yet determinable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

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

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

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

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

21 unchanged sentences

S-4 2.1 7/6/2021

Equity Purchase Agreement, dated August 1, 2025, by and among Joby Aviation, Inc., Joby Aero, Inc., Blade Air Mobility, Inc., Trinity Medical Intermediate II, Inc., and Blade Urban Air Mobility, Inc.

Purchase and Sale Agreement, dated January 7, 2026 by and b et ween Joby Aero, Inc.

and Capstone STS, LLC

10.1 1/7/2026

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

3.2 Bylaws of Joby Aviation, Inc.

Certificate of Amendment to Certificate of Incorporation of Joby Aviation, Inc.

3.1 6/12/2025

Amended and Restated Bylaws of Joby Aviation, Inc.

3.1 1/24/2025

4.1 Warrant Agreement, dated as of September 16, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.

4 unchanged sentences

8-K 4.1 9/21/2020

Indenture, dated as of February 2, 2026, between Joby Aviation, Inc.

and Wilmington Trust, National Association, as trustee.

First Supplemental Indenture, dated as of February 2, 2026, between Joby Aviation, Inc.

and Wilmington Trust, National Association, as trustee.

Form of certificate representing the 0.75% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.

Description of the Registrant's Securities

27 unchanged sentences

10-Q 10.2 11/4/2022

10.12# Amended and Restated Collaboration Agreement, dated as of August 30, 2019, by and between Joby Aero, Inc.

and Toyota Motor Corporation.

S-4 10.24 7/6/2021

10.13# Memorandum of Understanding, dated as of February 20, 2021, by and between Joby Aero, Inc.

Incorporation by Reference

Description Form Exhibit Filing Date Filed Herewith

10.12# Second Amended and Restated Collaboration Agreement, dated as of M ay 22, 2025 , by and between Joby Aero, Inc.

and Toyota Motor Corporation.

S-4 10.25 7/6/2021

10.22 5/27/2025

10.13+ Non-employee Director Compensation Program

10-K 10.16 3/28/2022

Offer letter, dated December 21, 2020, by and between Joby Aero, Inc.

9 unchanged sentences

8-K 10.3 10/11/2022

Incorporation by Reference

Description Form Exhibit Filing Date Filed Herewith

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

1 unchanged sentence

8-K 10.4 10/11/2022

Purchase and Sale Agreement, dated November 4, 2022, by and between Frederick Electronics Corporation, Plantronics, Inc., and Joby Aero, Inc.

8-K 10.1 11/9/2022

Parts Supply Agreement, between Joby Aero, Inc.

1 unchanged sentence

10.1 8/4/2023

2024 Performance Award Program

H1 ’ 2 025 Performance Award Program

10.1 5/8/2025

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

, dated December 23, 2024

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

and Toyota Motor Co rporation

H2 2025 Performance Award Program

10.2 11/6/2025

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

Amended and Restated Stock Purchase Agreement, dated M ay 22, 2025 , between Joby Aviation, Inc.

and Toyota Motor Corporation

10.1 5/27/2025

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

, Morgan Stanley & Co.

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

LLC and Allen & Company LLC

1 unchanged sentence

Offer letter, dated April 2, 2021, by and between Joby Aero, Inc.

and D idier Papadop oulos

and Didier Papadopoulos

10-K 10.27 2/27/2025

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

and Didier Papadopoulos

10-K 10.28 2/27/2025

Offer letter, dated November 7, 2020, by and between Joby Aero, Inc.

and Bonny Simi

10-K 10.29 2/27/2025

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

and B onny Simi

and Bonny Simi

10-K 10.30 2/27/2025

Offer letter, dated December 9, 2020, by and between Joby Aero, Inc.

and Kate DeHoff

10-K 10.31 2/27/2025

Offer Letter, dated April 30, 2025, between Joby Aero, Inc.

and Rodrigo Brumana

10.1 5/7/2025

Joby Aviation, Inc.

Insider Trading Compliance Policy

19.1 2/27/2025

21.1 Significant Subsidiaries of Joby Aviation, Inc.

23.1 Consent of Deloitte & Touche LLP

C onse nt o f Deloitte & Touche LLP

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

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

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

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

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

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

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

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

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

Joby Aviation, Inc.

Policy for Recovery of Erroneously Awarded Compensation

97.1 2/27/2025

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

14 unchanged sentences

Joby Aviation, Inc.

/s/ JoeBen Bevirt

JoeBen Bevirt

Chief Executive Officer

/s/ Rodrigo Brumana

Rodrigo Brumana

Chief Financial Officer

POWER OF ATTORNEY

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on February 26, 2026.

1 unchanged sentence

/s/ JoeBen Bevirt Chief Executive Officer and Director

JoeBen Bevirt (Principal Executive Officer and Principal Financial Officer)

/s/ Sergey Novikov

Corporate Controller

Sergey Novikov

(Principal Accounting Officer)

JoeBen Bevirt (Principal Executive Officer)

/s/ Rodrigo Brumana

Chief Financial Officer

Rodrigo Brumana

(Principal Financial Officer and Principal Accounting Officer)

/s/ Aicha Evans Director

11 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures