Archer Aviation (NYSE: ACHR) details 1,174,453-share resale and Hawthorne airport control

Rhea-AI Filing Summary

Archer Aviation Inc. filed a prospectus supplement covering the resale of 1,174,453 shares of its Class A common stock. These shares were previously issued to a selling stockholder under a November 18, 2025 Asset Purchase Agreement tied to Archer’s acquisition of certain intellectual property assets from Overair Inc., and are being registered on an existing Form S-3 shelf registration.

Archer also completed the initial closing of its previously announced acquisition of certain real estate assets that give it control of Hawthorne airport. The company attached a legal opinion from Fenwick & West LLP on the validity of the Class A shares and a press release describing the Hawthorne airport transaction as exhibits.

Insights

Equity Analyst

Filing confirms airport control and IP asset acquisition funded with shares, plus resale registration for those shares.

Archer completed the acquisition of real estate assets that give it control of the Hawthorne airport as of December 8, 2025. The company also previously issued 1,174,453 shares of Class A common stock as consideration under a November 18, 2025 Asset Purchase Agreement for certain intellectual property assets of Overair Inc.. This filing further documents the related legal opinion and press release as exhibits.

On December 10, 2025, Archer filed a prospectus supplement under Rule 424(b) to register the resale of those 1,174,453 shares by the selling stockholder under its existing Form S-3 shelf registration (No. 333-284812). The registration does not raise new capital for the company, because the shares were already issued as deal consideration, but it increases liquidity for the holder of those shares. The legal opinion from Fenwick & West LLP (Exhibit 5.1) supports the validity of the shares included in the registration.

The key items to watch from this disclosure are the operational use and integration of the Hawthorne airport assets and the Overair IP assets over time, as these could affect future operations and product development beyond 2025. Another practical point is potential market impact from resale of the 1,174,453 shares once the selling stockholder chooses to sell pursuant to the prospectus supplement. Any further details on financial terms, revenue effects, or strategic deployment of these new assets would appear in later periodic reports or additional current reports.

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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: December 8, 2025

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:

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

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

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

o 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 7.01 Other Events

Hawthorne Airport Acquisition Initial Closing

On December 8, 2025, the Company completed the previously announced acquisition of certain real estate assets giving it control of Hawthorne airport. A copy of the press release announcing the closing is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events

On December 10, 2025, 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 1,174,453 shares of Class A common stock, $0.0001 par value per share that were issued by the Company to the selling stockholder. The shares were issued pursuant to an Asset Purchase Agreement, dated November 18, 2025, by and among the parties named therein relating to the acquisition of certain intellectual property assets of Overair Inc. by the Company. 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)
99.1						Press release dated December 9, 2025
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: December 10, 2025			By:			/s/ Eric Lentell
			Name:			Eric Lentell
			Title:			Chief Legal & Strategy Officer

FAQ

What does Archer Aviation (ACHR) announce in this Form 8-K?

Archer Aviation reports completing the initial closing of an acquisition of certain real estate assets giving it control of Hawthorne airport and discloses a prospectus supplement for the resale of Class A common stock previously issued in an asset purchase.

How many Archer Aviation Class A shares are covered by the new prospectus supplement?

The prospectus supplement relates to the resale of 1,174,453 shares of Archer Aviation Class A common stock, $0.0001 par value per share.

Why were the 1,174,453 Archer Aviation (ACHR) shares originally issued?

The 1,174,453 shares of Class A common stock were issued under an Asset Purchase Agreement dated November 18, 2025, relating to Archer’s acquisition of certain intellectual property assets of Overair Inc.

What is the significance of Archer gaining control of Hawthorne airport?

Archer completed the initial closing of a previously announced acquisition of certain real estate assets that give the company control of Hawthorne airport, which is highlighted as an important operational location.

Which registration statement does the Archer Aviation prospectus supplement relate to?

The prospectus supplement forms part of Archer Aviation’s Registration Statement on Form S-3, file number 333-284812.

Which law firm provided the legal opinion on Archer Aviation’s Class A shares?

Fenwick & West LLP provided the legal opinion on the validity of the Class A common stock, filed as Exhibit 5.1 and incorporated by reference into the registration statement.

What exhibits are attached to this Archer Aviation 8-K filing?

Key exhibits include the Fenwick & West LLP opinion (5.1), its consent (23.1, included in 5.1), and a press release dated December 9, 2025 about the Hawthorne airport acquisition (99.1).