Stellantis (NYSE: ACHR) updates Archer Aviation stake and board rights

Rhea-AI Filing Summary

Archer Aviation Inc. (ACHR) received an updated beneficial ownership report from Stellantis N.V., which now reports beneficial ownership of 78,235,067 shares of Archer’s Class A common stock, representing 10.4% of the class. This includes 8,577,024 shares held with shared voting and dispositive power by Stellantis Europe S.p.A.

Tranche 2 of the Stellantis warrant vested on January 3, 2025 and Tranche 3 vested on January 3, 2026, with each tranche exercisable for 5,000,000 Class A shares at an exercise price of $0.01 per share. Stellantis also acquired the FCA US warrant on May 27, 2025, after which several FCA-related entities ceased to beneficially own Archer stock.

Under a Forward Purchase Agreement, so long as Stellantis and its affiliates beneficially own at least 12.5% of Archer’s outstanding Class A shares, Stellantis has the right to nominate one Class II director for election at Archer’s annual meetings from 2026 through 2029, giving it a formal voice in board-level decisions while that ownership threshold is maintained.

Insights

Equity ownership & governance analyst

Stellantis reports a 10.4% Archer stake and gains potential board influence.

Stellantis N.V. now reports beneficial ownership of 78,235,067 Archer Class A shares, or 10.4% of the class. Part of this position, including 8,577,024 shares, is held with shared voting and dispositive power through Stellantis Europe S.p.A. This filing consolidates prior FCA-related holdings, which are now reported as zero following warrant transfers.

The filing highlights warrant mechanics that can expand Stellantis’s exposure. Tranche 2 and Tranche 3 of the Stellantis warrant each cover 5,000,000 shares at an exercise price of $0.01 per share, with vesting on January 3, 2025 and January 3, 2026 respectively. Additional warrants (FCA US, FCA Italy and Stellantis warrants) are reflected in the share base used for percentage calculations, tying ownership to a larger fully diluted-style denominator.

A key governance feature is the Forward Purchase Agreement, which grants Stellantis the right to nominate one Class II director at Archer’s annual meetings from 2026 through 2029, provided Stellantis and its affiliates maintain at least 12.5% beneficial ownership of outstanding Class A shares. This links board representation directly to equity ownership levels, so future changes in Stellantis’s stake will determine how long this nomination right remains available.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Archer Aviation Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03945R102

(CUSIP Number)

Giorgio Fossati
TAURUSAVENUE 1,
HOOFDDORP, P7, 2132LS
31 237001511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

Stellantis N.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 69,658,043.00
8	Shared Voting Power 8,577,024.00
9	Sole Dispositive Power 69,658,043.00
10	Shared Dispositive Power 8,577,024.00

11

Aggregate amount beneficially owned by each reporting person

78,235,067.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

FCA US LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

FCA NORTH AMERICA HOLDINGS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

FCA FOREIGN SALES HOLDCO LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

SFS UK 1 LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 03945R102

1

Name of reporting person

STELLANTIS EUROPE S.P.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,577,024.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,577,024.00

11

Aggregate amount beneficially owned by each reporting person

8,577,024.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Archer Aviation Inc.
(c)	Address of Issuer's Principal Executive Offices: 190 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA , 95134.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-13 of the cover pages and Item 3 above. The percentage calculations herein are based upon the statement in the Issuer's quarterly report on Form 10-Q, as filed with the SEC on November 6, 2025, that there were 651,341,543 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025, and also take into account (i) the 81,250,000 shares of Class A common stock issued pursuant to a securities purchase agreement entered into by the Issuer on November 6, 2025, (ii) the 1,517,618 shares of Class A Common Stock issued pursuant to a license agreement entered into by the Issuer with certain licensing parties on November 24, 2025, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, (iv) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (v) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (vi) the 15,000,000 shares of Class A Common Stock issuable upon exercise of the Stellantis Warrant.
(b)	See Items 7-13 of the cover pages and Item 3 above. The percentage calculations herein are based upon the statement in the Issuer's quarterly report on Form 10-Q, as filed with the SEC on November 6, 2025, that there were 651,341,543 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2025, and also take into account (i) the 81,250,000 shares of Class A common stock issued pursuant to a securities purchase agreement entered into by the Issuer on November 6, 2025, (ii) the 1,517,618 shares of Class A Common Stock issued pursuant to a license agreement entered into by the Issuer with certain licensing parties on November 24, 2025, (iii) the 751,879 shares of Class A Common Stock issuable to Stellantis by the Issuer pursuant to the December Subscription Agreement, (iv) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (v) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (vi) the 15,000,000 shares of Class A Common Stock issuable upon exercise of the Stellantis Warrant.
(c)	On January 3, 2025, Tranche 2 of the Stellantis Warrant became vested and exercisable. Upon exercise of Tranche 2 of the Stellantis Warrant, 5,000,000 shares of Class A Common Stock are issuable to Stellantis at an exercise price of $0.01per share. On May 27, 2025, Stellantis purchased the FCA US Warrant from FCA US in exchange for cash consideration. As of such date, FCA US, FCA NAH, FCA FSH and SFS UK ceased to beneficially own Class A Common Stock. On January 3, 2026, Tranche 3 of the Stellantis Warrant became vested and exercisable. Upon exercise of Tranche 3 of the Stellantis Warrant, 5,000,000 shares of Class A Common Stock are issuable to Stellantis at an exercise price of $0.01per share.
(d)	Pursuant to the Forward Purchase Agreement, so long as Stellantis or its affiliates beneficially own Class A Common Stock equal to at least 12.5% of the Issuer's outstanding Class A Common Stock, it will have the right to nominate one individual for election to the Board as a Class II director at the Issuer's annual meeting of stockholders to occur in 2026 through the date of the Issuer's annual meeting of stockholders in 2029. Thus, so long as Stellantis' designated director remains on the Issuer's board, such director will participate in any board decisions regarding the receipt of dividends from, or the proceeds from the sale of, the Issuer's Common Stock.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stellantis N.V.

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/General Counsel
Date:	01/06/2026

FCA US LLC

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/Attorney-in-Fact
Date:	01/06/2026

FCA NORTH AMERICA HOLDINGS LLC

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/Attorney-in-Fact
Date:	01/06/2026

FCA FOREIGN SALES HOLDCO LTD.

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/Attorney-in-Fact
Date:	01/06/2026

SFS UK 1 LTD.

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/Attorney-in-Fact
Date:	01/06/2026

STELLANTIS EUROPE S.P.A.

Signature:	/s/ Giorgio Fossati
Name/Title:	Giorgio Fossati/Attorney-in-Fact
Date:	01/06/2026

FAQ

What percentage of Archer Aviation (ACHR) does Stellantis currently report owning?

Stellantis N.V. reports beneficial ownership of 78,235,067 shares of Archer Aviation Class A common stock, representing 10.4% of the outstanding Class A shares.

How many Archer Aviation shares are held by Stellantis Europe S.p.A.?

Stellantis Europe S.p.A. reports 8,577,024 Archer Aviation Class A shares with shared voting and shared dispositive power, equal to 1.1% of the class.

What are the terms of the Stellantis warrants for Archer Aviation stock?

Tranche 2 and Tranche 3 of the Stellantis warrant each cover 5,000,000 Archer Class A shares at an exercise price of $0.01 per share. Tranche 2 became vested and exercisable on January 3, 2025, and Tranche 3 became vested and exercisable on January 3, 2026.

What board nomination rights does Stellantis have at Archer Aviation?

Under a Forward Purchase Agreement, if Stellantis and its affiliates beneficially own at least 12.5% of Archer’s outstanding Class A shares, Stellantis may nominate one Class II director at Archer’s annual meetings from 2026 through 2029.

Which entities related to Stellantis have ceased to beneficially own Archer Aviation shares?

Following Stellantis’s purchase of the FCA US warrant on May 27, 2025, FCA US LLC, FCA North America Holdings LLC, FCA Foreign Sales Holdco Ltd., and SFS UK 1 Ltd. each report 0 shares beneficially owned.

How is the 10.4% ownership figure for Stellantis in Archer Aviation calculated?

The 10.4% figure is based on 651,341,543 Archer Class A shares outstanding as of October 31, 2025, plus additional shares issued or issuable under a securities purchase agreement, a license agreement, a December subscription agreement, the FCA US and FCA Italy warrants, and the Stellantis warrant.