Which SEC filing supports Archer Aviation (ACHR) share resales and Vendor Shares?

Both the resale shares and Vendor Shares rely on Archer Aviation’s Form S-3 Registration Statement No. 333-284812 . A prospectus supplement dated March 5, 2026, forms part of this registration, providing the legal framework for resales and the vendor share issuances.

Archer Aviation (NYSE: ACHR) resale of 5,325,440 shares

Q: What does Archer Aviation (ACHR) disclose about the 5,325,440 resale shares?

Archer Aviation details the resale of 5,325,440 Class A common shares that were already issued to selling stockholders under stock purchase agreements. The prospectus supplement allows those holders to resell their shares using the company’s existing Form S-3 shelf registration statement.

Q: What are the Vendor Shares mentioned by Archer Aviation (ACHR)?

Vendor Shares are up to $8 million of Archer Aviation Class A common stock issuable to certain vendors. These shares will be used to satisfy payments for services rendered and goods purchased, and are offered under the company’s existing Form S-3 registration statement.

Q: When were Archer Aviation (ACHR) resale shares originally issued to stockholders?

Archer Aviation states that the 5,325,440 resale shares of Class A common stock were issued on or about March 4, 2026 . They were delivered under stock purchase agreements between the company and the named purchasers prior to the resale registration.

Q: Which law firm provided opinions on Archer Aviation (ACHR) resale and vendor shares?

Archer Aviation engaged Fenwick & West LLP to provide legal opinions on both the resale shares and the Vendor Shares. These opinions are filed as Exhibits 5.1 and 5.2 and are incorporated by reference into the Form S-3 registration statement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Archer Aviation Inc. is registering the resale of 5,325,440 shares of Class A common stock previously issued to certain selling stockholders under stock purchase agreements dated on or about March 4, 2026. It also covers up to $8 million of additional Class A common stock as Vendor Shares to pay selected vendors for services rendered and goods purchased, all under an existing Form S-3 shelf registration.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/05/2026 - 05:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

Archer Aviation Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39668

85-2730902

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


190 West Tasman Drive
San Jose, CA						95134
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 650-272-3233

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

ACHR

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

ACHR WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events

On March 5, 2026, Archer Aviation Inc. (the “Company”) filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) relating to the resale of 5,325,440 shares (the “Resale Shares”) of Class A common stock, $0.0001 par value per share (“Class A common stock”), of the Company that were issued by the Company to the selling stockholders. The Resale Shares were issued pursuant to stock purchase agreements, on or about March 4, 2026, by and among the Company and the purchaser named therein. The prospectus supplement forms a part of the Company’s Registration Statement on Form S-3 (No. 333-284812), which was originally filed with the SEC on February 11, 2025 (the “Registration Statement”).

On or about March 10, 2026, the Company will issue up to an aggregate $8 million of shares of Class A common stock (the “Vendor Shares”), issuable in satisfaction of payment to certain vendors in exchange for services rendered and/or goods purchased.

The Vendor Shares are being offered by the Company pursuant to the Registration Statement, including the prospectus supplement dated March 5, 2026, and accompanying prospectus.

Copies of the legal opinions of Fenwick & West LLP relating to the validity of the Resale Shares and the Vendor Shares are filed as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and are filed with reference to, and are hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
5.1						Opinion of Fenwick & West LLP.
5.2						Opinion of Fenwick & West LLP.
23.1						Consent of Fenwick & West LLP. (included in Exhibit 5.1).
23.2						Consent of Fenwick & West LLP. (included in Exhibit 5.2).
104						Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ARCHER AVIATION INC.

Date: March 5, 2026	By:	/s/ Eric Lentell
	Name:	Eric Lentell
	Title:	Chief Legal & Strategy Officer

Source: View Original Filing on SEC EDGAR

FAQ

What does Archer Aviation (ACHR) disclose about the 5,325,440 resale shares?

Archer Aviation details the resale of 5,325,440 Class A common shares that were already issued to selling stockholders under stock purchase agreements. The prospectus supplement allows those holders to resell their shares using the company’s existing Form S-3 shelf registration statement.

What are the Vendor Shares mentioned by Archer Aviation (ACHR)?

Vendor Shares are up to $8 million of Archer Aviation Class A common stock issuable to certain vendors. These shares will be used to satisfy payments for services rendered and goods purchased, and are offered under the company’s existing Form S-3 registration statement.

When were Archer Aviation (ACHR) resale shares originally issued to stockholders?

Archer Aviation states that the 5,325,440 resale shares of Class A common stock were issued on or about March 4, 2026. They were delivered under stock purchase agreements between the company and the named purchasers prior to the resale registration.

Which law firm provided opinions on Archer Aviation (ACHR) resale and vendor shares?

Archer Aviation engaged Fenwick & West LLP to provide legal opinions on both the resale shares and the Vendor Shares. These opinions are filed as Exhibits 5.1 and 5.2 and are incorporated by reference into the Form S-3 registration statement.

Filing Exhibits & Attachments

6 documents