Archer CTO vests RSUs and sells shares to cover taxes; 1.33M shares remain

Rhea-AI Filing Summary

Archer Aviation Inc. (ACHR) insider transaction: Thomas Paul Muniz, the company’s Chief Technology Officer, had restricted stock units vest on 08/15/2025 and received Class A common shares. A total of 160,308 shares were reported as acquired via vesting on 08/15/2025 in three separate RSU tranches and added to his beneficial ownership. To satisfy tax-withholding obligations tied to those vestings, 86,133 shares were sold on 08/18/2025 at a weighted-average price of $9.8295, with sale prices ranging from $9.62 to $10.21. After these transactions, Muniz beneficially owned 1,327,469 shares of Class A common stock.

Insights

Securities Analyst

TL;DR: Routine vesting and sell-to-cover tax withholding; not an unusual liquidity event but reduces immediate share count held after vesting.

The filing shows scheduled vesting of RSUs and an automatic sale of a portion of vested shares to satisfy withholding. The sale was disclosed as a weighted-average price of $9.8295 across multiple executions between $9.62 and $10.21. This is a common administrative action following equity compensation vesting and does not indicate a discretionary, market-timed disposal by the insider.

Corporate Governance Expert

TL;DR: Governance processes appear standard: automatic sell-to-cover consistent with company policy and properly disclosed.

The report documents that shares were automatically sold to cover tax obligations arising from RSU vesting and that the reporting person confirms willingness to provide granular execution prices if requested. The form is complete with signature by an attorney-in-fact, indicating procedural compliance. No new derivative grants or unusual compensatory terms beyond stated vesting schedules were introduced in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Muniz Thomas Paul

(Last) (First) (Middle)

C/O ARCHER AVIATION INC.

190 WEST TASMAN DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		M		143,750	A	$0	1,397,044	D
Class A Common Stock	08/15/2025		M		8,946	A	$0	1,405,990	D
Class A Common Stock	08/15/2025		M		7,612	A	$0	1,413,602	D
Class A Common Stock	08/18/2025		S(1)		86,133	D	$9.8295(2)	1,327,469	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	08/15/2025		M			143,750	(4)	(5)	Class A Common Stock	143,750	$0	1,006,250	D
Restricted Stock Units	(3)	08/15/2025		M			8,946	(6)	(5)	Class A Common Stock	8,946	$0	89,455	D
Restricted Stock Units	(3)	08/15/2025		M			7,612	(7)	(5)	Class A Common Stock	7,612	$0	68,501	D

Explanation of Responses:

1. Represents shares of Class A Common Stock of the issuer sold to satisfy the reporting person's tax withholding obligations, which were incurred in connection with the vesting of restricted stock units. In accordance with company policy, shares are automatically sold to cover such obligations.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $10.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.

4. The award vested or vests as to: (i) 1/4 of the total award on May 15, 2024; and (ii) 1/16 of the total award quarterly thereafter on March 1st, May 15th, August 15th, and November 15th.

5. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

6. The award vested or vests as to 1/16 of the total award beginning on May 15, 2024, and thereafter quarterly on August 15th, November 15th, March 1st, and May 15th.

7. The award vested or vests as to 1/12 of the total award beginning on March 1, 2025, and thereafter quarterly on May 15th, August 15th, November 15th, and March 1st.

	/s/ Eric Lentell, Attorney-in-Fact for Thomas Paul Muniz	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Thomas Paul Muniz report on Form 4 for ACHR?

He reported RSU vesting of 160,308 shares on 08/15/2025 and an automatic sale of 86,133 shares on 08/18/2025 to satisfy tax withholding.

How many shares does Muniz beneficially own after the transactions?

He beneficially owns 1,327,469 shares of Class A common stock following the reported transactions.

At what price were the shares sold to cover taxes?

The weighted-average sale price was $9.8295, with individual sale prices ranging from $9.62 to $10.21.

Were the RSUs time-based or performance-based and what is the vesting schedule?

The RSUs are contingent on continued service; vesting schedules are described in the filing, including 1/4 on May 15, 2024, and periodic quarterly vesting thereafter as specified.

Was the sale voluntary or automatic?

The sale was automatic under company policy to satisfy tax withholding obligations incurred upon RSU vesting.