Archer Aviation (NYSE: ACHR) resale covers 341,984 acquisition shares

Rhea-AI Filing Summary

Archer Aviation Inc. filed a prospectus supplement covering the resale of 341,984 shares of its Class A common stock that were issued to selling stockholders under stock purchase agreements dated January 17, 2026, as consideration for acquiring their business. The prospectus supplement was filed under Rule 424(b) and forms part of Archer’s existing shelf Registration Statement on Form S-3 (No. 333-284812). The company also filed a legal opinion from Fenwick & West LLP on the validity of these shares as Exhibit 5.1, with a related consent included as Exhibit 23.1.

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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): January 22, 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 January 22, 2026, the Company filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act with the Securities and Exchange Commission (the “SEC”) relating to the resale of 341,984 shares of Class A common stock, $0.0001 par value per share that were issued by the Company to the selling stockholders pursuant to stock purchase agreements dated January 17, 2026, in connection with the Company’s contemporaneous acquisition of a business owned by the selling stockholders. 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”).

A copy of the legal opinion of Fenwick & West LLP relating to the validity of the shares of Class A common stock is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is 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.
23.1						Consent of Fenwick & West LLP. (included in Exhibit 5.1).
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: January 22, 2026			By:			/s/ Eric Lentell
			Name:			Eric Lentell
			Title:			Chief Legal & Strategy Officer

FAQ

What did Archer Aviation (ACHR) disclose in this Form 8-K?

Archer Aviation disclosed that it filed a Rule 424(b) prospectus supplement for the resale of 341,984 shares of Class A common stock issued to selling stockholders in connection with acquiring their business.

How many Archer Aviation (ACHR) shares are covered by the new prospectus supplement?

The prospectus supplement relates to the resale of 341,984 shares of Archer Aviation Class A common stock, $0.0001 par value per share.

What is the purpose of the shares covered in this Archer Aviation (ACHR) resale filing?

The 341,984 shares of Class A common stock were issued to the selling stockholders under stock purchase agreements dated January 17, 2026, in connection with Archer Aviation’s contemporaneous acquisition of their business.

Which registration statement does Archer Aviation (ACHR) reference for this resale?

The prospectus supplement forms part of Archer Aviation’s Registration Statement on Form S-3 (No. 333-284812), which was originally filed with the SEC on February 11, 2025.

What legal opinion is included with this Archer Aviation (ACHR) filing?

Archer Aviation included an opinion from Fenwick & West LLP on the validity of the Class A common stock as Exhibit 5.1, with a related consent as Exhibit 23.1.

Does this Archer Aviation (ACHR) Form 8-K involve new warrants or only common stock?

The Form 8-K discussion under Item 8.01 focuses on the resale of Class A common stock that was issued in connection with a business acquisition.