Archer Aviation S-3 supplement covers 1,095,321 Class A shares

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

Archer Aviation Inc. disclosed that it filed a prospectus supplement with the SEC covering the resale of certain shares of its Class A common stock previously issued to a selling stockholder.

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

The prospectus supplement relates to the resale of 1,095,321 shares of Archer Aviation’s Class A common stock.

Q: What agreement led to the issuance of the 1,095,321 Archer Aviation shares?

The shares were issued under a Stock Retainer Agreement and related stock purchase agreement dated November 5, 2025 , between Archer Aviation and the purchaser named in the agreement.

Q: 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 (No. 333-284812 ), which was originally filed with the SEC on February 11, 2025.

Q: What legal opinion was filed in connection with the Archer Aviation resale registration?

Archer Aviation filed a legal opinion from Fenwick & West LLP as Exhibit 5.1, addressing the validity of the shares of Class A common stock covered by the prospectus supplement.

Q: Does this Archer Aviation filing involve new stock issuance or resale of existing shares?

The filing concerns the resale of already issued Class A common stock by a selling stockholder, facilitated through a prospectus supplement under an existing Form S-3 registration statement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Archer Aviation Inc. (ACHR) reported that it filed a prospectus supplement with the SEC to allow the resale of 1,095,321 shares of its Class A common stock. These shares had already been issued by the company to a selling stockholder under a Stock Retainer Agreement and related stock purchase agreement dated November 5, 2025.

The prospectus supplement is part of Archer’s existing shelf Registration Statement on Form S-3 (No. 333-284812). Archer also filed a legal opinion from Fenwick & West LLP as an exhibit, confirming the validity of the Class A common stock covered by the prospectus supplement.

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 →

11/19/2025 - 05:02 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: November 19, 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 19, 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 resale of 1,095,321 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 stockholder. The shares were issued pursuant to a Stock Retainer Agreement and related stock purchase agreement, dated November 5, 2025, 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”).

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 No.		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 (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 19, 2025	By:	/s/ Eric Lentell
	Name:	Eric Lentell
	Title:	Chief Legal & Strategy Officer

Source: View Original Filing on SEC EDGAR

FAQ

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

Archer Aviation Inc. disclosed that it filed a prospectus supplement with the SEC covering the resale of certain shares of its Class A common stock previously issued to a selling stockholder.

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

The prospectus supplement relates to the resale of 1,095,321 shares of Archer Aviation’s Class A common stock.

What agreement led to the issuance of the 1,095,321 Archer Aviation shares?

The shares were issued under a Stock Retainer Agreement and related stock purchase agreement dated November 5, 2025, between Archer Aviation and the purchaser named in the agreement.

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 (No. 333-284812), which was originally filed with the SEC on February 11, 2025.

What legal opinion was filed in connection with the Archer Aviation resale registration?

Archer Aviation filed a legal opinion from Fenwick & West LLP as Exhibit 5.1, addressing the validity of the shares of Class A common stock covered by the prospectus supplement.

Does this Archer Aviation filing involve new stock issuance or resale of existing shares?

The filing concerns the resale of already issued Class A common stock by a selling stockholder, facilitated through a prospectus supplement under an existing Form S-3 registration statement.