[8-K] Archer Aviation Inc. Reports Material Event

Rhea-AI Filing Summary

Archer Aviation Inc. reported that it filed a prospectus supplement with the SEC relating to the issuance of 1,517,618 shares of Class A common stock. These shares were issued under a license agreement dated November 24, 2025 with certain licensing parties. The prospectus supplement is part of Archer’s existing shelf Registration Statement on Form S-3 (No. 333-284812), allowing these already issued shares to be covered under that registration. Archer also filed a legal opinion from Fenwick & West LLP as an exhibit, confirming the validity of the issued shares.

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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: November 24, 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:

¨ 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 ¨

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. ¨

Item 8.01 Other Events.

On November 26, 2025, 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 issuance of 1,517,618 shares of Class A common stock, $0.0001 par value per share (“Class A common stock”), of the Company. The shares were issued pursuant to a license agreement with certain licensing parties (together, the “Licensor”), dated November 24, 2025, by and among the Company and the Licensor 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”).

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 - the cover page XBRL tags are embedded within the Inline XBRL document.

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: November 26, 2025
	By:	/s/ Eric Lentell
	Name:	Eric Lentell
	Title:	Chief Legal & Strategy Officer

FAQ

What did Archer Aviation Inc. (ACHR) announce in this Form 8-K?

Archer Aviation Inc. announced that it filed a prospectus supplement with the SEC covering the issuance of 1,517,618 shares of Class A common stock under an existing shelf registration.

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

The prospectus supplement relates to 1,517,618 shares of Archer Aviation’s Class A common stock issued under a license agreement dated November 24, 2025.

What agreement is linked to the 1,517,618 Archer Aviation shares?

The 1,517,618 shares of Class A common stock were issued pursuant to a license agreement with certain licensing parties dated November 24, 2025.

Which registration statement covers Archer Aviation’s newly issued shares?

The issued shares are covered under Archer Aviation’s Registration Statement on Form S-3 (No. 333-284812), originally filed with the SEC on February 11, 2025.

What legal opinion was filed with this Archer Aviation 8-K?

Archer filed an opinion of Fenwick & West LLP as Exhibit 5.1, addressing the validity of the Class A common stock issued, along with a related consent as Exhibit 23.1.

Does this Archer Aviation 8-K include any financial statements?

No financial statements are included; the exhibits consist of a legal opinion, related consent, and the cover page interactive data file.