Archer Aviation Grants CEO Adam Goldstein 360K Deferred RSUs

Rhea-AI Filing Summary

Archer Aviation (ACHR) – Form 4 filing dated 07/26/2025

CEO & Director Adam D. Goldstein received 360,231 deferred restricted stock units (RSUs) at $0 cost. The award vests 1/12 quarterly on Aug 15, Nov 15, Mar 1 and May 15 until fully vested; settled in Class A common shares during calendar 2030, or earlier upon death, disability, separation, change-in-control, or an “unforeseeable emergency.” RSUs do not expire— they either vest or are forfeited. Following the grant, Goldstein beneficially owns 360,231 derivative securities reported as direct ownership.

No open-market transactions, sales, or non-derivative holdings were disclosed in this filing. The grant represents routine equity compensation, modestly dilutive but designed to align the CEO’s long-term incentives with shareholders.

Positive

• Long-term vesting and 2030 settlement incentivize CEO retention and alignment with shareholder value.
• No cash outlay; grant is non-dilutive to liquidity and minimally dilutive to share count.

Negative

• Time-based, not performance-based RSUs could dilute without ensuring value creation.
• 360,231 new shares add slight dilution (~0.1% of outstanding) once settled.

Insights

Financial Analyst

TL;DR: Routine CEO RSU grant; neutral cash impact, modest dilution, aligns incentives.

The 360k RSU grant equals roughly 0.1% of ACHR’s ~430 M share count— immaterial dilution. No cash paid, so no balance-sheet effect. Vesting over three years plus settlement deferral to 2030 locks the CEO into long-term value creation. Investors shouldn’t expect near-term buying/selling pressure. Overall, standard compensation practice; valuation impact negligible.

Corporate Governance Specialist

TL;DR: Long-dated, performance-agnostic RSU schedule; governance neutral to mildly positive.

The award lengthens management retention through 2030 settlement, enhancing alignment. However, absence of performance contingencies (pure time-based vesting) limits pay-for-performance rigor. Extraordinary settlement triggers are conventional. Filing contains no red flags of insider selling. I view governance impact as neutral, leaning positive given retention benefits.

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).

1. Name and Address of Reporting Person^*

Goldstein Adam D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2025

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

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
Deferred Restricted Stock Units	(1)	07/26/2025		A		360,231		(2)(3)	(4)	Class A Common Stock	360,231	$0	360,231	D

Explanation of Responses:

1. 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 service to the Issuer as of the applicable vesting date.

2. The award shall vest as to 1/12 of the total award quarterly on each of August 15th, November 15th, March 1st, and May 15th. Once time-vested, the restricted stock units will be settled for shares of the Issuer's Class A Common Stock during calendar year 2030 on a date to be determined by the Issuer.

3. (Continued from footnote (2)) Notwithstanding the aforementioned deferral period, once vested, deferred stock units will automatically settle earlier upon the earliest to occur of: (i) the reporting person's death, disability, or separation from service with the Issuer, (ii) a Change in Control (as defined under the Issuer's 2021 Amended and Restated Equity Incentive Plan) or (iii) the occurrence of an "unforeseeable emergency" (as defined under Section 409A of the Internal Revenue Code). The events described in subclauses (i), (ii), and (iii) of the preceding sentence are referred to herein as the "Extraordinary Settlement Events." If an Extraordinary Settlement Event occurs before the applicable vesting date, then settlement will occur instead on the applicable vesting date.

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

	/s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein	07/28/2025
	** 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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FAQ

What did Archer Aviation (ACHR) disclose in this Form 4?

CEO Adam D. Goldstein was granted 360,231 deferred RSUs on 07/26/2025 at $0 cost.

When do the RSUs granted to ACHR’s CEO vest?

They vest 1/12 quarterly on Aug 15, Nov 15, Mar 1 and May 15 until fully vested.

When will the RSUs convert into Class A shares?

After vesting, the units will settle during calendar year 2030, or sooner upon specified extraordinary events.

How much dilution could result from this RSU award?

The grant equals about 0.1 % of ACHR’s outstanding shares, a modest potential dilution.

Did the CEO sell any Archer Aviation shares?

No sales were reported; the filing only shows an acquisition of RSUs.

Is the award performance-based?

No, vesting is time-based; there are no explicit performance hurdles.