JOBY 10-K & 10-Q changes, risk factors and insider trading

We are also pursingpursuing certification of our aircraft and approval to operate our services in other countries. While many of these countries have established processes for validating a type certificate issued by the FAA, others, such as the UAE, are developing new processes to leverage our work with the FAA and provide a path for approval of initial operations that could precede type certification in the United States. The regulatory agencies charged with granting approval for our aircraft and our services in other countries may be subject to many of the same funding and staffing risks that exist in the United States. Additionally, pursuing certification and operations outside the United States is subject to additional risks, including regulatory regimes that may be less familiar to us or may have less experience in certifying and approving new and novel aircraft. If we fail to obtain any of the required authorizations or certificates, or do so in a timely manner, or any of these authorizations or certificates are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project and may have an adverse impact on our business, financial condition and results of operations.

There are a number of existing laws, regulations and standards that apply to our aircraft and our service, including standards that were not originally intended to apply to eVTOL aircraft or air taxi services. While our aircraft and our service are designed, at launch, to operate within the existing U.S. regulatory framework, the FAA or other regulatory authorities within the markets in which we intend to operate may disagree with this view, which may prohibit, restrict, or delay our ability to launch in the relevant market. In addition, any changes to the National Airspace System,NAS, as a result of privatization or otherwise, could increase the costs to operate our service. Finally, regulatory authorities have in the past and may in the future introduce changes specifically to address high-volume flights that could delay our ability to launch our service and have an adverse impact on our business, financial condition and results of operations.

A failure to increase air traffic capacity in the airspace serving key markets, including around major airports, could create capacity limitations for our future operations and could have a material adverse effect on our business. Weaknesses in the National Airspace SystemNAS and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, could result in capacity constraints during peak travel periods or adverse weather conditions, resulting in delays and disruptions to our service. While our aircraft is designed to operate in the National Airspace SystemNAS under existing rules, our business at scale will likely require airspace allocation for UAM operations and could result in regulatory changes. Our inability to obtain sufficient access to the National Airspace SystemNAS or to comply with any regulatory changes could increase our costs and pricing of our services, which could reduce demand and have an adverse impact on our business, financial condition and results of operations.

We will beare subject to rapidly changing and increasingly restrictive laws, regulations and other obligations relating to privacy, data protection, and data security, which may be costly and difficult to comply with.

WeOur willBlade besubsidiary collecting,collects, using,uses, and disclosingdiscloses personal information of passengers and others in the course of operating its business, and we will do so in connection with our business.air taxi services. These activities are or may become regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly restrictive.

Despite our best efforts, we may not be successful in complying with the rapidly evolving privacy, data protection, and data security requirements. Any actual or perceived non-compliance could result in litigation and proceedings against us by governmental entities, passengers, or others, which could result in fines, civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our platform in certain jurisdictions, negative publicity and harm to our brand and reputation, which could have a material adverse effect on our business, financial condition or results of operations.

ThereThe market for UAM has not been established with precision. Customers may be reluctance by consumersreluctant to adopt this new form of mobility, or unwillingness to pay our projected prices.

Our growth is highly dependent upon consumer adoption of an entirely new form of mobility offered by eVTOL aircraft and the UAM market. If the public does not perceive UAM as beneficial, chooses not to adopt this new form of mobility, or is unwilling to pay the prices we project for our services, then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect. As a result, the number of potential passengers using our services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our targeted markets. Our success in a given market will depend on our ability to develop a service network that provides passengers significant time savings when compared with alternative modes of transportation and accurately assess and predict passenger demand and price sensitivity, which may fluctuate based on a variety of factors, including general economic conditions, quality of service, negative publicity, safety incidents, perceived political or geopolitical affiliations, or general dissatisfaction with our services. If we fail to attract passengers, deliver sufficient value to our passengers, or accurately predict demand and price sensitivity, it wouldcould harmmaterially adversely affect our business, financial performancecondition and ourresults competitors’of products may achieve greater market adoption and may grow at a faster rate than our service.operations.

Our pre-certification operations may also reveal issues with our aircraft,aircraft design, which could result in certification delays. For example, in February 2022, one of our remotely piloted, experimental prototype aircraft was involved in an accident during flight testing. Although the accident did not have a significant impact on our business operations or certification timing, any similar event occurring closer in time to the launch of our commercial service could result in significant delays. Any delay in the financing, design, manufacture and commercial release of our aircraft, which are often experienced by aircraft manufacturers, could materially damage our brand, business, prospects, financial condition and operating results. If we are not able to overcome these challenges, our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed.

We may be unable to reduce end-user pricing at rates sufficient to drive expected growth for our service.

We may not be able to reduce end-user pricing over time to increase demand, address new market segments and develop a significantly broader customer base. We expect that our initial end-user pricing may be most attractive to relatively affluent consumers, and we will need to address new markets and expand our customer base in order to further grow our business. In particular,time, we intend for our aerial ridesharing service to be economically accessible to a broad segment of the population and appeal to the customers of ground-based ridesharing services, taxis, and other methods of transportation.

Reducing end-user pricing is dependent on accurately estimating the unit economics of our aircraft and the corresponding service. Our estimates rely, in part, on future technology advancements, such as aerial and ground-based autonomy. If our estimates are inaccurate regarding factors such as production volumes, utilization rates, demand elasticity, operating conditions, deployment volumes, production costs, indirect cost of goods sold, landing fees, charging fees, electricity availability and/or other operating expenses, or if technology such as aerial and ground-based autonomy fails to develop, mature or be commercially available within the periods we expect, we may be unable to offer our service at pricing that is sufficiently compelling to bring about the local network effects that we are predictingpredicting, and this may have an adverse impact on our business, financial condition and results of operations.

Our reputation may be harmed by the broader industry, and customersCustomers may not differentiate our services from our competitors.

Our prospects may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services, including changes resulting from the COVID-19 pandemic.services.

Our business is primarily concentrated on UAM services, which we expect may be vulnerable to changes in consumer preferences, discretionary spending and other market changes. The global economy has in the past, and will in the future, experience periods of economic instability, inflation and recession, such as the financial impact of the global COVID-19 pandemic.recession. During such periods, passengers may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for our services, which could adversely impact our business, financial condition and results of operations.

To operate and expand our proposed aerial ridesharing service, we must secure or otherwise develop adequate landing, charging and maintenance infrastructure in desirable locations in metropolitan areas for our aircraft.locations. We may not be able to ensure that our plans for new service can be implemented in a commercially viable manner given present landing fee structures and infrastructure constraints, including those imposedthat bymay inadequate facilitiesexist at desirable locations and increasingly congested airports and heliports. Access to these facilities may be prohibitively expensive, unavailable, or may be inconsistent with our projections. Additionally, our industry has not aligned around a single charging standard. While we have developed a charging system designed to support all types of electric aircraft, if vertiport operators select a different charging system it could result in longer charge times and increase our operating costs.

There is also a complex patchwork of federal, regional and municipal regulatory considerations applicable to asset management and property development in general, and aviation assets and infrastructure in particular. ApplicableThese regulations can vary widely by locality. Local community groups, some of which may be opposed to property development in general, and new aviation infrastructure in particular, can impact the application of these regulations or the development of new regulations. Additionally, weWe may not be able to obtain necessary permits and approvals and to make necessary infrastructure changes to enable adoption of our aircraft, such as installation of charging equipment. If we are unable to acquire or maintain space for passenger terminal or maintenance operations in desirable locations, this could prevent our service from being practical for our customers and have a material adverse effect on our business, results of operations and financial condition.

We expect to introduce new and additional features and capabilities to the aircraft and our service over time.time through block upgrades. For example, we planmay to initially operate under VFR only, and then addimplement the ability to operate under IFR conditions or advancements to battery or other technologies that may increase our range or other performance specifications pursuant to block upgradeupgrades to the aircraft. We may be unable to develop or certify these upgrades in a timely manner or at all which may have an adverse impact on our business, financial condition and results of operations.

There are significant challenges associated with producing aircraft in the volumes that we are projecting. Our manufacturing facility and processes remainare in the prototypeearly pre-type-certification production stage. The aerospace industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing aircraft, long lead times to bring aircraft to market, the need for specialized design and development expertise, extensive regulatory requirements, and the need to establish maintenance and service locations. As a manufacturer of electric aircraft, we face a variety of added barriers to entry including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteriesbatteries, and unproven customer demand for a fully electric aerial mobility service.service and aircraft. Additionally, we are developing production lines for components and at volumes for which there is little precedent within the traditional aerospace industry.

We will need to do extensive testing to ensure that the aircraft is in compliance with all applicable regulations prior to beginning scaled production. In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type design (e.g., type certificate).certificate. Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of aircraft production. If we are unable to obtain production approval for the aircraft, or the FAA imposes unanticipated restrictions as a condition of approval, our projected costs of production could increase substantially.

The U.S. government may modify or terminate its contracts with us, without prior notice and at its convenience. We believe that the Department of Defense is potentially shifting its priorities under the Agility Prime program towards hybrid aircraft and autonomous flight technology and, as a result, our existing contracts may be reduced or modified. In addition, funding may be reduced or withheld as part of the annual U.S. Congressional appropriations process due to fiscal constraints, changing priorities or other reasons. Any loss or reduction of expected funding and/or modification or termination of one or more of our U.S. government contracts could have a material adverse effect on our access to government testing facilities and/or our ability to secure pre-certification operating experience and/or revenues, which could have an adverse impact on our business, financial condition and results of operations.

In the future, we may need to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell equity securities or debt securities in one or more transactions at prices and in a manner that may materially dilute our current investors. For example, in 20242025 we sold 46,000,00035,075,000 shares of our common stock at a price per share of $5.05$16.85 in an underwritten public offering andfor enterednet intoproceeds aof Stock$575.9 Purchase Agreement to issuemillion, and sellsold up to an aggregate of 99,403,57949,701,790 shares of our common stock to Toyota.Toyota at a price per share of $5.03 pursuant to the Stock Purchase Agreement we signed in October 2024 for net proceeds of $249.9 million. We also entered into an Equity Distribution Agreement in December 2024 for the sale of up to an additional $300,000,000$300.0 million of our common stock in an “at the market” offering.offering of which we sold 29,950,799 shares during 2024 and 2025 for net proceeds of $282.4 million. Any debt financing, if available, may involve restrictive covenants that could reduce our operational flexibility or profitability.profitability Debt financing, if available,and may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures which may have an adverse impact on our business, financial condition and results of operations.

The Toyota Investment is subject to closing conditions, including conditions beyond our control, and no assurance can be given that the second tranche closing will take place on the timeline currently anticipated or at all. Any failure to close one or both of the tranchessecond tranche of the Toyota Investment could adversely impact our future liquidity and our financial condition.

On October 1, 2024, we entered into the Stock Purchase Agreement with Toyota providing for the potential issuance and sale of up to an aggregate of 99,403,579 shares of our common stock to Toyota (the “Toyota Investment”). The Toyota Investment 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 isclosing 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 Investmentoccurred in theMay 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 our amended and restated bylaws; (iii) the authorization by our board of directors of an amendment to certain provisions of our Certificate of Incorporation (the “Charter Amendment”), subject to approval by our stockholders at our annual meeting in 2025; (iv) the execution of an amendment and restatement of the Amended and Restated Collaboration Agreement, dated August 30, 2019, between us and Toyota; (v) the execution of a services agreement by us and Toyota; and (vi) certain other customary closing conditions.2025. The second tranche 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 us and Toyota; (ii) the approval of the Charter Amendment by our stockholders at our annual meeting in 2025; and (iii) 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. As of the date of this Annual Report, no closings have occurred under the Stock Purchase Agreement.

We may experience delays and difficulties in satisfying the conditions for closing on either or both of the tranchessecond tranche of the Toyota Investment, and no assurance can be given that closing will take place on the timeline currently anticipated or at all. Some of the conditions to closing are outside of our control and it is possible that not all of the closing conditions to the Toyota Investment will be satisfied or that we will not receive the entire amount of expected proceeds on the timeline currently anticipated or at all. For example, the second tranche of the Toyota Investment is subject to, among others, the approval of the Charter Amendment by our stockholders at our annual meeting in 2025. In addition, certain closing conditions require us and Toyota to successfully negotiate and enter into definitive agreements. The final terms of such definitive agreements are not yet established and the negotiation and execution of such agreements may take longer than expected or may not be possible to accomplish on terms acceptable to us, or at all. No assurance can be given that any agreement we may reach will achieve our goals or be on terms that prove to be economically or strategically beneficial to us. Such adverse developments, including any failure to close one or both of the tranchessecond tranche of the Toyota Investment, could adversely impact our business, financial condition, results of operations and liquidity.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including technologies deployed in our current or future aircraft or utilized in arranging air transportation. To date, we have relied primarily on patents and trade secrets to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights to date. We routinely enter into non-disclosure agreements with our employees, consultants, third parties and others and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate,inadequate or circumvented, and unauthorized parties may attempt to copy or misuse aspects of our intellectual propertyproperty, or otherwise improperly obtain and use information that we regard as proprietary. If successful, these attempts may harm our ability to compete, acceleratemay the development ofbenefit our competitors’ programs, including by accelerating their development, and/or harm our competitive position in the market. Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours. Our competitors or third parties may not comply with the terms of these agreements, andFurther, we may not be able to successfully enforce such agreementsprevent or obtainseek sufficient remedies if they are breached. In addition, we accept government fundingredress for theinfringement development of some intellectual property which may result in the government obtaining some rights inupon our intellectual property. The intellectual property rights wewithout ownincurring substantial time and expense, or licenseat mayall. notFor provideexample, competitivein advantagesNovember 2025, we filed a complaint against a competitor and coulda beformer challengedemployee oralleging, circumventedamong byother things, breach of contract and misappropriation of trade secrets related to the improper acquisition, retention, and use of our competitors.confidential and proprietary business information and trade secrets.

Further, obtaining and maintaining patent, copyright, trademark, and trademarkother protectionintellectual property protections can be costly. We may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will lose protection for failing to comply with all procedural, documentary, payment, and other obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate to prevent other parties from infringing our proprietary technology. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.

If conflicts arise between our collaborators or strategic partners and us, the other party may act in a manner adverse to us which could limit our ability to implement our strategies. Our collaborators or strategic partners may develop, either alone or with others, products in related fields that are competitive with our products. Specifically, conflicts with Toyota Motor Corporation maycould adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. and Delta Air Lines maycould adversely impact our ability to successfully launch and maintain our consumer-facing UAM services. Conflicts with foreign partners maycould adversely impact our ability to scale operations outside the U.S. effectively. If such conflicts arisearise, it maycould adversely affect our business, financial condition and results of operations.

We rely on information technology networks and systems to operate and manage our business and store our confidential and proprietary information. OurThe services of our Blade subsidiary involve, and our planned air taxi services will also involve the storage, processing and transmission of our customers’ data, including personal and financial information. We also engage third-party service providers to store and process this data. While we believe we and our service providers take reasonable steps to secure these networks and systems, our information technology infrastructure may be vulnerable to computer viruses or physical or electronic intrusions that our security measures may not detect. Any such security incident, including those resulting from cybersecurity attacks, phishing attacks, unauthorized access or usage, virus or similar breach or disruption could result in the loss, destruction, alteration or disclosure of this data, which could damage our reputation and lead to litigation, regulatory investigations, or other liabilities. These attacks may come from individual hackers, corporations, criminal groups, and state-sponsored organizations. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach, which may not be fully covered by our insurance or at all, and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services. Any actual or alleged security breaches or alleged violations of federal, state, or foreign laws or regulations relating to privacy and data security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management’s attention from operations; deter customers from using our services; damage our brand and reputation; force us to cease operations for some length of time; and materially adversely affect our business, results of operations, and financial condition.

We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) aircraftair taxi that we intend to operate as part of a fast, quiet and convenient service in cities around the world. The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or ana expectedtargeted payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft. By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities. WithIn August 2025, we added another milestone flight to thousands of successful test flightsflights, alreadywith completed,our piloted eVTOL flight between two public airports in FAA-controlled airspace, demonstrating operational maturity and asintegration with existing air traffic. As the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn standard airworthiness certification from the Federal Aviation Administration (“FAA”). We have multiple special airworthiness certificates already issued by the FAA for our fleet of pre-type certification aircraft.

We dohave notidentified currentlythree intendpotential routes to sellmarket: these(1) aircraftJoby toowned independentand thirdoperated partiesair ortaxi individualservice consumers(2) asaffiliate aowned primaryand businessoperated model.service Instead,and we(3) direct sales and defense. We plan to manufacture, ownoperate and operatesell our aircraft, and are building a vertically integrated transportation company thatto willmaximize deliverthe transportationvalue servicesof our investments. In addition to ourbuilding customers,a includingnovel governmentaircraft, agencieswe suchare asalso building a proprietary operating system that integrates data across aircraft build, operations and maintenance. At the U.S.front Airend, Forcewe (“USAF”)are through sales or contracted operations, and to individual end-users throughdeveloping a convenient app-basedapp to deliver the first on-demand, aerial ridesharing service. We are targeting initialcarrying passengerour operationsfirst passengers in 2025 or 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control overand theinformation regarding customer experience to optimize for customer safety, comfort and value. There may be circumstances in which it is either required (for example, due to operating restrictions on foreign ownership in other countries) or otherwise desirable to sell aircraft in the future. We do not expect this would change our core focus on building a vertically integrated transportation company.

Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting initialcarrying passengerour operationsfirst passengers in 2025 or 2026. Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.

We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives or more permanent work-from-home behaviors persist.alternatives. We anticipate initial operations within ourthe U.S. governmentunder customersthe eIPP to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.

We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing aerospace companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects.

We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stages.stages and are more than halfway through the fourth stage.

We expect the FAA type certificate will be reciprocatedvalidated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities.authorities in other countries. In 2022, we applied for aircraft certification in the United Kingdom and Japan. In 2023, we signed an agreement with Road and Transport Authority of Dubai (“RTA”) for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority that could precede type certification by the FAA. These arrangements provide a means of efficient international expansion as we develop commercial operations around the world.

In December 2020, we becamebecame, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program.test. Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. We believe that the DOD is potentially shifting its priorities under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and as a result our existing contracts may be reduced or modified. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities, but we may be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.

Our primary business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our projections are dependent on certifying and delivering aircraft on time and at a cost that will allow us to offer our service at prices that a sufficient number of customers will be willing to pay for the time and efficiency savings they receive from utilizing our eVTOL services. Our aircraft include parts and manufacturing processes unique to eVTOL aircraft, in general, and our product design, in particular. We have used our best efforts to estimate costs in our planning projections;projections. however,However, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. Our vertically-integrated business model also relies, in part, on developing and certifying component parts rather than sourcing already certified parts from third-party suppliers. While we believe this model will ultimately result in a more performant aircraft and better operating economics, the increased time and effort required to develop and certify these components may result in delays compared to alternative approaches.

FlightCost servicesof expensesRevenue consist primarily of costs related to flight,operators of aircraft and vehicles, flight support, and 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 (see below).

We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support the growth of our operations and comply with applicable regulations, including the Sarbanes-Oxley Act (“SOX”) and other SEC rules and regulations.

Gain (Loss) from changes in Fair Value of Warrants andWarrants, Earnout Shares Liabilitiesand Contingent Consideration

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”) and, warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and, shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) and contingent consideration related to Blade acquisition EBITDA Earnout are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period.period, except for the Private Placement Warrants, which were fully exercised on August 11, 2025 as described in Note 8 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

20242025 AcquisitionsAcquisition

Research and development expenses increased by $110.1$103.9 million, or 30%,22%, to $581.1 million during the year ended December 31, 2025 from $477.2 million during the year ended December 31, 2024 from $367.0 million during the year ended December 31, 2023.2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, as well as increased quantity of materials used in prototype developmentcertification and testing,a partially offset by increasedecrease in expense reduction due to higherlower grants earned as part of our government contracts.

Selling, general and administrative expenses increased by $13.8$42.9 million, or 13%,36%, to $162.6 million during the year ended December 31, 2025 from $119.7 million during the year ended December 31, 2024 from $105.9 million during the year ended December 31, 2023.2024. The increase was primarily attributable to increasedBlade headcountacquisition to support operations growth, including IT, legal, facilities, HR,costs and finance,payroll asand wellother asindirect anoperating increaseexpenses after the Blade acquisition and increases in professional services cost related to legal, accountinglegal and recruitingmarketing support.spend.

Total other loss, net decreasedincreased by $29.7$197.8 million, or 73%,million to a loss of $208.9 million during the year ended December 31, 2025 from a loss of $11.2 million during the year ended December 31, 2024 from a loss of $40.8 million during the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by a $32.4$157.9 million reductionincrease in loss from changes in fair value of warrantswarrants, earnout shares and earnoutcontingent shares,consideration, partiallyand offsetloss byon $2.7common millionstock decreaseissuance in interestprivate andplacement otherof income$40.3 due to decreased interest rates on lower invested funds.million.

In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering (the “Public Offering”) of 46,000,000 shares of our common stock.

In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (the “Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300,000,000$300.0 million of our common stock in an “at-the-market” offering (the “ATM Offering”). As of December 31, 2024,2025, 16,158,78429,950,799 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $128.8$282.4 million. As of December 31, 2024,2025, $167.0$8.1 million remainremains available for sale under the Equity Distribution Agreement.

In addition,May on October 1, 2024,2025, we enteredissued 49,701,790 shares at a price per share of $5.03 for net proceeds of $249.9 million pursuant to a stock purchase agreement with Toyota Motor Corporation pursuant(“Toyota”) that we entered in October 2024. Pursuant to whichthe agreement, Toyota has committed to invest upan toadditional $500.0$250.0 million, subject to certain closing conditions, as described in Note 9. Stockholders' Equityconditions (the “Toyota Investment”).

As of December 31, 2024,2025, we had cash, cash equivalents and restricted cash of $200.4$241.7 million and short-term investment in marketable securities of $733.2$1,167.1 million. Restricted cash, totaling $0.8$0.9 million, primarily reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

We expect our cash and cash equivalents on hand together with the proceeds of future sales under the ATM Offering, the expectedadditional proceeds from the Toyota InvestmentInvestment, the proceeds of the February 2026 Equity Offering, the issuance of the Notes, the Overallotment Option, if exercised, and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.

Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiportvertiports development, pilot training facilities, software development and production of aircraft. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

Net cash used in operating activities for the year ended December 31, 20232025 was $313.8$509.9 million, consisting primarily of a net loss of $513.1$929.8 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $93.6$127.9 million in stock-based compensation expense, $86.4a $211.9 million loss from change in the fair value of warrantswarrants, earnout shares and earnoutcontingent shares,consideration, $30.5$40.2 million in depreciation and amortization expenseexpense, $40.3 million loss on common stock issuance in private placement and a$7.6 million net decrease in our net working capital of $8.9 million,capital, partially offset by $20.2$7.8 million net accretion of our investments in marketable securities.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities for the year ended December 31, 2024 of $70.8 million was primarily due to proceeds from the sales and maturities of marketable securities of $715.2 million, partially offset by purchases of marketable securities of $603.8 million and purchases of property and equipment of $40.6 million Net cash provided by investing activities for the year ended December 31, 2023 of $80.3 million was primarily due to proceeds from the sales and maturities of marketable securities of $920.9 million, partially offset by purchases marketable securities of $810.0 million and purchases of property and equipment of $30.6 million.

Net cash provided by financing activities for the year ended December 31, 20242025 of $361.1$1,026.6 million was primarily due to net proceeds of $221.8$575.9 million from issuance of common stock in underwritten public offering andoffering, net proceeds of $128.8$249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $153.6 million from issuance of common stock in at-the-market public offering, $36.8 million proceeds from exercise of stock options and issuance of common stock warrants and proceeds from the issuance of common stock under the employee stock purchase plan of $11.2$12.1 million and $1.7 million proceeds from exercise of stock options and issuance of common stock warrants,million, partially offset by $2.4$1.6 million repayments of obligation under finance leases and tenant improvement loan.

Net cash provided by financing activities for the year ended December 31, 20232024 of $288.2$361.1 million was primarily due to net proceeds of $180.2$221.8 million from ourissuance registeredof directcommon stock in underwritten public offering to certain institutional investors and net proceeds of $99.9$128.8 million from our issuance of common sharesstock toin SKT,at-the-market public offering, proceeds from the issuance of common stock under the employee stock purchase plan of $6.9$11.2 million and $2.1$1.7 million,million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by $2.4 million repayments forof obligations under finance lease obligationsleases and tenant improvement loan totaling $0.8 million.loan.

We measure and record the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. When the observable market price or volatility we use to determine grant date fair value does not reflect certain material non-public information known to the Company but unavailable to marketplace participants at the time the market price is observed, we determine whether an adjustment to the observable market price is required. We recognize stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and use the straight-line method to recognize stock-based compensation, and account for forfeitures as they occur. Some of our awards contain service-based vesting conditionconditions as well as performance-based vesting condition.conditions. We consider the probability of achieving each of the performance goals at the end of each reporting period and recognize expense over the requisite period when achievement of the goal is determined to be probable, and adjust the expense if the probability of achieving the goal later changes. The Company estimates the probabilities based on available information about the progress made towards performance goals at each reporting period. Our performance based awards issued under annual Bonus Plans are classified as an equity or, initially, as a liability, depending on the terms of the plan. For liability classified awards, the liability is reclassified to equity when the respective milestones have been met. If it is determined that the milestone cannot be met, the liability is reversed.

Our business, prospects, financial condition, operating results and the price of our common stock may be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 and the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 6, 2026. Any of these factors, in whole or in part, as well as other risks not currently known to us or that we currently consider material,immaterial, could materially and adversely affect our business, prospects, financial condition, operating results and the price of our common stock.

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis includes forward lookingforward-looking statements that involve risks and uncertainties. Please see the section of this Quarterly Report on Form 10-Q titled “Special Note Regarding Forward-Looking Statements.”

We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) air taxi that we intend to operate as part of a fast, quiet and convenient service in cities around the world. The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or a targeted payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft. By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities.Ascities. As the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn standard airworthiness certification from the Federal Aviation Administration (“FAA”). We have multiple special airworthiness certificates already issued by the FAA for our fleet of pre-type certification aircraft.

In August 2025, we acquired Blade Urban Air Mobility, Inc. and its subsidiaries (“Blade”), a technology-powered, global urban air mobility platform. Following the acquisition, Blade continues to operate its air charter broker service as our wholly owned subsidiary. We believe theThe acquisition will unlockunlocked immediate market access, including an established customer base, operational expertise, airport relationships and infrastructure across key urban corridors in New York City and Southern Europe and we believe these will allow us to combine our best-in-class technology with Blade’s experience in delivering premium customer transportation at scale.scale once our aircraft is certified.

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of MarchJune 31,30, 2026, we had an accumulated deficit of $2,895.5$3,141 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners, (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.

For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of thisour Quarterly Report.Report for the quarter ended March 31, 2026.

We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations in the U.S. under the eVTOL Integration Pilot Program (“eIPP”) to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.

We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of thisour Quarterly Report.Report for the quarter ended March 31, 2026.

We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stagesstages, are approximately 75% complete in the fourth stage and are moremaking thansteady halfwayprogress through the fourthfifth stage. While type certification is required for us to conduct widespread commercial operations in the United States, we see increasingly attractive opportunities under the eIPP to begin initial flights in key U.S. markets that align with our plans for priority launch markets, prior to type certification.

With growing USAF interest in hybrid powertrains and autonomy in aviation, we leveraged our existing aircraft platform to address these areas. In the summer of 2025, we participated in the USAF’s Resolute Force Pacific (“REFORPAC”) exercise, successfully demonstrating our Superpilot(TM) autonomous flight technology. We continue to work on autonomy programs with the USAF.USAF, including a multi-million dollar, multi-year program to advance our autonomy technology. Additionally, we are working with L3Harris on leveraging our platform to address opportunities to sell aircraft for defense applications. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities,opportunities we may be unable to secure additional contracts or continue to grow our relationship within the U.S. government and/or DOD.future.

The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials. While tariffs have not had a significant impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. We believe that our high level of vertical integration, coupled with our investments in U.S. manufacturing facilities, givegives us a competitive advantage with increased flexibility to adapt to future trade policy changes and are actively working to minimize the potential impact of any such tariffs or other restrictions. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of thisour Quarterly Report.Report for the quarter ended March 31, 2026.

Passenger revenue primarily includes revenue generated from the transportation of passengers via helicopter or fixed wingfixed-wing aircraft, booked through 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.

Cost of Revenue consistconsists 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, costs of providing engineering services and costs associated with rental income from third-party leasing arrangements. 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 (see below).

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,Inc., f/k/a Blade Air Mobility, Inc. (“Seller”). Blade Urban Air Mobility, Inc. and its subsidiaries (“Blade”) operateoperates a technology-powered, global urban air mobility platform through which theyit provideprovides 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 andthat allowallows the Company to combine its best-in-class technology with Blade’s experience of delivering premium customer transportation at scale.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Revenue increased by $24.2$38.6 million to $24.2$38.6 million during the three months ended MarchJune 31,30, 2026 from $0$0.0 million during the three months ended MarchJune 31,30, 2025 primarily due to the passenger service revenue from our Blade offering after the Blade acquisition, increased revenue from engineering services provided to third parties and rental income from third-party leasing arrangements.

Cost of Revenue increased by $18.8$28.3 million to $18.8$28.3 million during the three months ended MarchJune 31,30, 2026 from $0$0.0 million during the three months ended MarchJune 31,30, 2025 primarily due to the passenger service costs from our Blade offering after Blade acquisition, cost of providing engineering services and costs associated with third-party leasing arrangements.

Research and development expenses increased by $43.2$58.3 million, or 32%,43%, to $177.5$194.7 million during the three months ended MarchJune 31,30, 2026 from $134.3$136.4 million during the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to increases in personnel and related costs to support aircraft engineering, software development, prototype manufacturingmanufacturing, and certification and a decrease in expense reduction due to lower grants earned as part of our government contracts.certification.

Selling, general and administrative expenses increased by $32.6$45.1 million, or 112%,143%, to $61.6$76.6 million during the three months ended MarchJune 31,30, 2026 from $29.0$31.5 million during the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to increases in stock-based compensation, payrollpayroll, legal and other indirect operating expenses associated with the Blade acquisition and increases in legal and marketing spend.

Total Other Income,Income (Loss), Net

Total other income,income (loss), net increased by $42.9$172.3 million, or 53%,110%, to $123.8a million income, net during the three months ended March 31, 2026 from total other income, netgain of $80.9$15.6 million during the three months ended MarchJune 31,30, 2026 from a loss of $156.7 million during the three months ended June 30, 2025. The increase was driven primarily driven by a $35.0$122.9 million favorable change in the fair value of warrants, earnout shares and contingent consideration, netnet. andIt was further driven by a $7.9$9.1 million increase in interest and other income, netnet, primarily due to higher investible funds fromfollowing our equity offering and notesconvertible issuancenote offerings in February 2026 and2026, partially offset by interest expense fromon the convertible notes issuanceissued in February 2026.2026 and mortgage loan entered into in connection with the acquisition of an industrial property. The increase also reflected the absence in 2026 of a $40.3 million loss recognized in 2025 on the issuance of common stock in a private placement, which represented the difference between the aggregate purchase price received and the fair value of shares issued as of the date of issuance.

In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (“Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an “at-the-market” offering (“ATM Offering”). As of MarchJune 31,30, 2026, 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 MarchJune 31,30, 2026, $8.1 million remains available for sale under the Equity Distribution Agreement.

As of December 31, 2025, we havehad received $34.6 million from the exercise of our Public Warrants.

In January 2026, we have received $70.0 million from the exercise of the first tranche of Delta Warrant (Note 9 7).

In February 2026, we raised net proceeds of $576.3 million from an underwritten public offering of 52,863,437 shares of our common stock (the “February 2026 Equity Offering”),stock, and net proceeds of $669.8$669.7 million from an underwritten public offering of $690.0 million principal amount of 0.75% Convertible Senior Notes due 2032 (the“2032 “Notes”).

As of MarchJune 31,30, 2026, we had cash, cash equivalents and restricted cash of $875.4$636.1 million and short-term investmentinvestments in marketable securities of $1,591.7$1,634.0 million. Restricted cash, totaling $0.9$6.2 million, reflects primarily cash temporarily retained for an aircraft purchase and a security deposit on leased facilities. We believe that our cash, cash equivalentequivalents and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Our principal uses of cash in recent periods were to fund our research and development activities, personnel costcosts and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiports development, pilot training facilities, software development and production of aircraft. We do not haveOur material contractual cash obligations include debt service requirements under the 2032 Notes and the mortgage loan, which was obtained in connection with the March 2026 acquisition of an industrial property in Ohio. The 2032 Notes require semiannual interest payments and, unless earlier repurchased, redeemed or converted, repayment of the $690.0 million aggregate principal amount at maturity in February 2032. The mortgage loan requires monthly interest-only payments at a fixed annual interest rate of 6.784%, with the outstanding principal balance of $30.75 million due at maturity in March 2036. See Note 6, Long-term debt, to our Condensed Consolidated Financial Statements for additional information. Beyond these contractual obligations, our future cash requirements relatedwill todepend currenton, contractualamong obligations.other Asfactors, such,the timing and amount of our cashplanned requirements are highly dependent upon management’s decisions about the paceoperating and focuscapital of both our short and long-term spending.expenditures.

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities,activities and the timing and extent of spending to support development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies, which could require us to seek additional equity or debt financing. If we require additional financingfinancing, we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $144.4$317.6 million, consisting primarily of a net loss of $110.0$355.4 million, adjusted for non-cash items of $44.0$96.0 million stock-based compensation expense and $11.0$22.9 million depreciation and amortization expenseexpense, non-cash interest expense, and amortization of debt discount and issuance costs of $3.6 million and a net decrease in our net working capital of $17.4$19.9 million, partially offset by a $106.0$102.7 million gain from change in the fair value of warrants, earnout shares and contingent consideration, net and $1.5$1.9 million net accretion and amortization of our investments in marketable securities.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 was $111.0$217.5 million, consisting primarily of a net loss of $82.4$407.1 million, adjusted for non-cash itemsitems, ofincluding $27.0a $55.3 million stock-based compensation expense and $9.1 million depreciation and amortization expense and a net decrease in our net working capital of $10.0 million , partially offset by a $71.0 million gainloss from change in the fair value of warrants, earnout shares and contingent considerationconsideration, net, $53.6 million stock-based compensation expense, a $40.3 million loss related to common stock issuance in a private placement, a net decrease in our net working capital of $26.7 million and $3.7$18.9 million depreciation and amortization expense, partially offset by a $5.1 million net accretion and amortization of our investments in marketable securities.

Net Cash Provided by (Used in) Provided by Investing Activities

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 of $505.5$579.3 million was primarily due to purchases of marketable securities of $555.8$814.1 million and purchases of property and equipment of $77.9$106.6 million, partially offset by proceeds from the sales and maturities of marketable securities of $128.2$341.3 million.

Net cash usedprovided inby investing activities for the threesix months ended MarchJune 31,30, 2025 ofwas $31.6$56.2 million wasmillion, primarily due to proceeds from the sales and maturities of marketable securities of $173.4$368.7 million, partially offset by purchases of marketable securities of $126.9$285.4 million and purchases of property and equipment of $15.0$27.1 million.

Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 ofwas $1,283.6$1,291.2 million wasmillion, primarily due to net proceeds of $576.3 million from issuance of the underwritten common stock offering, net proceeds of $669.8$669.7 million from issuance of convertible notes, proceeds from the exercise of stock options and warrants of $70.7 million, $30.8 million of proceeds from the mortgage loan and proceeds from the issuance of $70.5common stock under the 2021 ESPP of $8.2 million, partially offset by payment for capped calls of $63.3 million and repaymentrepayments of obligations under finance lease of $0.6$1.1 million.

Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025 ofwas $2.0$298.0 million wasmillion, primarily due to net proceeds of $2.1$249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $43.0 million from issuance of common stock in at-the-market public offeringoffering, proceeds from the issuance of common stock under the 2021 ESPP of $5.0 million and $1.0 million proceeds from exercise of stock options and issuance of $0.5common million,stock warrants, partially offset by repayment of tenant improvement loan and obligations under finance lease of $0.5$0.9 million.

The significant accounting policies of the Company are described in Management’sNote Discussion and Analysis of Financial Condition and Results of Operations section2 of the audited Consolidated Financial Statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2025.