Interim CFO at Archer Aviation (ACHR) receives performance-based stock

Rhea-AI Filing Summary

Archer Aviation Inc. interim CFO Priya Gupta reported receiving a performance-based stock award. On the certification of the first tranche of a 2025 performance restricted stock unit grant, she acquired 14,021 shares of Class A common stock at no cost as compensation.

This represented one of three tranches under a 2025 performance RSU award tied to relative total stockholder return and her continued service. Following this vesting event, her direct holdings increased to 185,775 Class A shares, and the vested units from this tranche became fully settled in stock on March 10, 2026.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gupta Priya

(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)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A(1)(2)		14,021	A	$0	185,775	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

Explanation of Responses:

1. The reported transaction represents the certification of achievement of the first of three tranches of a performance-based restricted stock unit award granted to the reporting person by the Issuer's compensation committee on February 17, 2025 (the "2025 PRSU Award"). Vesting of each tranche of the 2025 PRSU Award is based on relative total stockholder return and is subject to the reporting person's continued service through the certification date of achievement of the relevant tranche.

2. On March 10, 2026 (the "Certification Date"), the Issuer's compensation committee certified achievement of the first tranche of the 2025 PRSU Award, resulting in one-third of the 2025 PRSU Award becoming earned at 53.73% of the target amount granted. The performance restricted stock units comprising the first tranche of the 2025 PRSU Award so earned are fully vested and may be settled for shares of the Issuer's Class A common stock on the Certification Date.

	/s/ Eric Lentell, Attorney-in-Fact for Priya Gupta	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Archer Aviation (ACHR) disclose for Priya Gupta?

Archer Aviation disclosed that interim CFO Priya Gupta received 14,021 shares of Class A common stock. These shares came from a performance-based restricted stock unit tranche that vested upon achieving specified performance and service conditions under a 2025 PRSU award.

How many Archer Aviation shares did Priya Gupta hold after this Form 4 transaction?

After the transaction, Priya Gupta directly held 185,775 shares of Archer Aviation Class A common stock. The increase reflects settlement of 14,021 fully vested performance restricted stock units from the first tranche of her 2025 performance-based RSU award.

Was Priya Gupta’s Archer Aviation share acquisition an open-market purchase?

No, Priya Gupta’s acquisition was a compensation-related stock grant, not an open-market purchase. She received 14,021 shares at a price of $0.00 per share upon vesting and settlement of performance-based restricted stock units granted in February 2025.

What triggered vesting of Priya Gupta’s 2025 performance RSU award at Archer Aviation?

Vesting was triggered when the compensation committee certified achievement of the first tranche of the 2025 performance RSU award. The award’s vesting depends on relative total stockholder return and the executive’s continued service through the certification date of the relevant tranche.

What portion of Priya Gupta’s 2025 Archer Aviation PRSU award vested on March 10, 2026?

On March 10, 2026, one-third of Priya Gupta’s 2025 performance RSU award vested at 53.73% of the target amount granted. The performance units in this first tranche became fully vested and were settled in shares of Archer Aviation’s Class A common stock.

What is the nature of the stock units underlying Priya Gupta’s Archer Aviation grant?

The stock units are performance-based restricted stock units under a 2025 award. Each tranche vests only if relative total stockholder return targets are met and Priya Gupta remains in service through the certification date, after which vested units may be settled in Class A shares.