Archer Aviation (NYSE: ACHR) CEO granted 131,300 deferred RSUs

Rhea-AI Filing Summary

Archer Aviation reported that Chief Executive Officer and director Adam D. Goldstein received 131,300 deferred restricted stock units on January 7, 2026. This represents the first of three tranches from a performance-based restricted stock unit award granted in December 2024, which vests based on relative total stockholder return and requires his continued service.

The deferred restricted stock units are fully vested and each unit will convert into one share of Archer’s Class A common stock during a deferral period in calendar year 2029, on a date chosen by the company. Settlement can occur earlier if there is a qualifying event such as death, disability, separation from service, a change in control, or an unforeseeable emergency. The remaining two tranches of this 2024 award can still expire if their performance goals are not met by the end of their respective performance periods in 2026 and 2027.

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

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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^*

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)
01/07/2026

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

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)	(2)	01/07/2026		A		131,300		(3)	(4)	Class A Common Stock	131,300	$0	131,300	D

Explanation of Responses:

1. The 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 December 18, 2024 (the "2024 PRSU Award"). Vesting of each tranche of the 2024 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. Each deferred restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock at the end of the deferral period (which is described in footnote 3 below).

3. The deferred restricted stock units reported herein are fully vested and shall be settled for shares of the Issuer's Class A Common Stock at the end of the deferral period during calendar year 2029, on a date to be determined by the Issuer. Notwithstanding the aforementioned deferral period, deferred restricted stock units will automatically settle earlier upon the earliest to occur of: (i) the reporting person's death, disability (as defined under the Issuer's 2021 Amended and Restated Equity Incentive Plan (the "Plan")), or separation from service with the Issuer; (ii) a Change in Control (as defined under the Plan); or (iii) the occurrence of an "unforeseeable emergency" (as defined under Section 409A of the Internal Revenue Code).

4. Since the first tranche of this award has been certified as achieved, the deferred restricted stock units reported herein as awarded pursuant to the first tranche are not subject to expiration. The two remaining tranches of the 2024 PRSU Award may expire if the relevant performance criteria are not achieved within the applicable performance period for such tranche. The performance period for the second and third tranches ends on December 18, 2026 and 2027, respectively.

	/s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein	01/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Archer Aviation (ACHR) disclose for its CEO?

Archer Aviation disclosed that CEO and director Adam D. Goldstein was credited with 131,300 deferred restricted stock units on January 7, 2026, tied to a 2024 performance-based award.

What does the 131,300 deferred restricted stock units grant at Archer Aviation (ACHR) represent?

The 131,300 deferred restricted stock units represent the first of three tranches of a 2024 performance-based restricted stock unit (PRSU) award, certified as achieved based on relative total stockholder return.

When will the Archer Aviation (ACHR) deferred restricted stock units for the CEO be settled?

These units are fully vested and are scheduled to be settled in shares of Class A common stock during calendar year 2029, on a date determined by Archer Aviation.

Can the Archer Aviation (ACHR) deferred restricted stock units settle earlier than 2029?

Yes. The filing states the units will automatically settle earlier upon the earliest of the CEO’s death, disability, separation from service, a Change in Control, or an unforeseeable emergency.

Are the remaining tranches of the 2024 PRSU award at Archer Aviation (ACHR) guaranteed to vest?

No. The filing notes that the two remaining tranches of the 2024 PRSU Award may expire if performance criteria are not achieved, with performance periods ending on December 18, 2026 and December 18, 2027, respectively.

How many Archer Aviation (ACHR) shares can the CEO receive from this Form 4 transaction?

Each deferred restricted stock unit reported equals a right to receive one share of Class A common stock, so the CEO may receive 131,300 shares from this tranche, subject to the settlement terms.