Archer Aviation (ACHR) interim CFO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Archer Aviation Inc. interim CFO Priya Gupta reported an open-market sale of 10,172 shares of Class A common stock on March 5, 2026, at a weighted average price of $6.461 per share. The sale was made to cover tax withholding obligations tied to recently vested restricted stock units.

After this transaction, Gupta directly held 171,754 Class A shares. The filing also corrects prior reports to include five additional shares that she acquired earlier through the company’s employee stock purchase plan, which had been omitted previously due to administrative error.

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^*

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)
03/05/2026

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	03/05/2026		S(1)		10,172	D	$6.461(2)	171,754(3)	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. Represents shares of Class A Common Stock sold to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock units, which vesting was separately reported on a Form 4 filed with the U.S. Securities and Exchange Commission on March 3, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.315 to $6.775 per share, 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. For clarity, the total reported in Table I after giving effect to the reported transaction has been corrected to reflect five additional shares not included in the reporting person's prior Section 16 reports. The shares were acquired by the reporting person in one or more transactions with the issuer pursuant to its employee stock purchase plan. Such transactions are exempt pursuant to Rules 16a3(f)(1)(i)(B) and 16b3(c), and were previously omitted due to administrative error.

	/s/ Eric Lentell, Attorney-in-Fact for Priya Gupta	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

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

Archer Aviation’s interim CFO Priya Gupta reported selling 10,172 Class A shares on March 5, 2026. The weighted average sale price was $6.461 per share, and the transaction was disclosed on a Form 4 insider trading report.

Why did Archer Aviation interim CFO Priya Gupta sell ACHR shares?

Priya Gupta sold 10,172 Archer Aviation Class A shares to satisfy tax withholding obligations from the vesting of restricted stock units. This type of sale is commonly used to cover taxes due when equity awards convert into stock.

How many Archer Aviation (ACHR) shares does Priya Gupta hold after the reported sale?

After the March 5, 2026 sale, Priya Gupta directly holds 171,754 shares of Archer Aviation Class A common stock. This figure reflects the impact of the tax-withholding sale and a small correction for previously omitted shares.

What was the price range for Priya Gupta’s Archer Aviation share sale?

The reported weighted average sale price was $6.461 per share. Individual trades occurred at prices ranging from $6.315 to $6.775 per share, with the shares sold in multiple open-market transactions within this range.

Did the Archer Aviation Form 4 include any corrections to Priya Gupta’s prior holdings?

Yes. The Form 4 notes that Priya Gupta’s post-transaction total was adjusted to include five additional shares. These were previously acquired through Archer Aviation’s employee stock purchase plan but were omitted from earlier Section 16 reports due to administrative error.

Were Priya Gupta’s Archer Aviation share sales discretionary or related to RSU vesting?

The filing states that the 10,172-share sale was specifically to satisfy tax withholding obligations from the vesting of restricted stock units. This indicates the sale was connected to equity compensation rather than a purely discretionary open-market liquidation.