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Vertical Aerospace Ltd. entered into a non-binding agreement in principle with Mudrick Capital Management and a designee of Yorkville Advisors for a proposed $100 million comprehensive financing package. The structure contemplates $35 million of additional convertible secured notes to Mudrick, $25 million of Series A convertible preferred shares to Yorkville, and approximately $35 million of newly issued ordinary shares to selected investors.
The additional notes would be issued under the existing indenture for the company’s 10.00% cash / 12.00% PIK convertible senior secured notes due December 15, 2030, with a revised conversion price of $1.30 per ordinary share. The term sheet also outlines governance changes via a shareholder agreement granting Mudrick board nomination rights, amendments to Yorkville’s preferred share documents, a limited waiver of certain short-selling restrictions for Yorkville, and creation of a new management option pool with 2,767,806 options.
As of June 30, 2026, Vertical Aerospace had 138,390,307 ordinary shares outstanding (excluding treasury shares) and cash and cash equivalents of approximately £50 million ($66 million). The company plans to use any financing proceeds to fund research and development, expansion of testing, manufacturing and certification capacity, and for general working capital. The term sheet is expressly non-binding and subject to definitive documentation, shareholder approvals and other conditions, with no assurance the transactions will be completed.
Mudrick Capital Management, affiliated funds and Jason Mudrick report updated beneficial ownership of Vertical Aerospace Ltd. ordinary shares. They collectively beneficially own 105,401,051 Ordinary Shares, including shares issuable on conversion of Convertible Senior Secured Notes and warrants, representing 55% of the class based on 191,631,773 shares outstanding.
Under an April 20, 2026 Convertible Note Purchase Agreement, the company may sell up to $50,000,000 of Additional Convertible Senior Secured Notes; $15,000,000 has been purchased so far. On August 5, 2026, Mudrick agreed in principle, subject to definitive agreements, to purchase the remaining $35,000,000 on amended terms. The Indenture governing the 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2030 will be amended so the conversion price for all such notes changes from $3.50 to $1.30 per Ordinary Share.
On the same date, Mudrick agreed it would consent to the company issuing $25,000,000 of Series A Convertible Preferred Shares to Yorkville Advisors Global, LP, waived participation rights in a $35,000,000 common equity offering, and agreed to vote its securities to approve repricing of certain employee options and a new management option pool. A Shareholder Agreement will expand the board to nine directors, give Mudrick proportionate nomination and committee representation rights while it beneficially owns at least 10% of the Ordinary Shares, and require a shareholder meeting by September 15, 2026 to vote on Articles Amendments.
Vertical Aerospace Ltd. director Benjamin Robert Story received a grant of 30,660 Nil Cost Options linked to common stock. These options were awarded at an exercise price of $0.00 per share as part of his compensation. Following this grant, he holds 71,133 options in total, of which 40,473 are already vested and the remaining options are scheduled to vest on December 31, 2026. This filing reflects a compensation-related award rather than an open-market share purchase or sale.
Vertical Aerospace director Poul Carsten Stendevad reported routine equity compensation and related tax withholding. He received 59,433 Restricted Stock Units that will vest on December 31, 2026 and have no expiration date. On the same date, 867 common shares were withheld at $1.74 per share to cover tax obligations, leaving him with 140,395 common shares directly owned.
Vertical Aerospace Ltd. director Andrew David Parker reported a compensation-related grant of 29,481 Nil Cost Options over the company’s common stock. These options carry a zero exercise price and increase his total option holdings to 52,465.
According to the disclosure, 22,984 of these options are vested, while the remaining portion is scheduled to vest on December 31, 2026. This filing reflects an equity award rather than an open-market share purchase or sale.
Vertical Aerospace Ltd. director Ky Patrick Marc reported compensation-related equity activity. He received a grant of 28,301 restricted stock units, each representing one share of common stock, which will vest on December 31, 2026. He also had 728 shares of common stock withheld at a price of $1.74 per share to cover tax obligations, a non-market disposition. After the withholding, he directly owns 21,691 shares of common stock.
Vertical Aerospace Ltd. director Haber Kris Tate reported routine equity compensation and related tax withholding. Tate received 29,481 restricted stock units that will vest on December 31, 2026, each settling into one common share. To cover tax obligations, 434 common shares were disposed of at $1.74 per share through a tax-withholding mechanism. After these transactions, Tate directly holds 44,205 common shares.
Vertical Aerospace Ltd. director James Keith Brown reported routine equity compensation changes. He received a grant of 29,481 restricted stock units, each tied to one share of common stock. On the same date, 434 shares of common stock were disposed of to cover tax obligations at a price of $1.74 per share. After these transactions, he directly holds 32,076 shares of common stock. The restricted stock units will vest on December 31, 2026, and have no expiration date.
Vertical Aerospace Ltd. has entered a new long-term agreement with Astronics Corporation for the low-voltage power distribution system on its Valo electric vertical take-off and landing (eVTOL) aircraft. Effective June 26, 2026, Astronics will supply Modular Conversion and Distribution Units and Secondary Power Distribution Units tailored for eVTOL needs.
The Astronics system converts high-voltage power from Valo’s propulsion architecture into low-voltage power for avionics, flight controls and other critical onboard systems, and is already integrated into Vertical’s piloted flight test aircraft. The agreement reinforces Vertical’s supplier ecosystem alongside partners such as Honeywell, Aciturri, Evolito and others as the company advances Valo toward certification and commercial production. The 6-K (excluding the press release) is incorporated by reference into several existing Form F-3 registration statements.
Vertical Aerospace Ltd. reported that Chief Executive Officer Stuart Simpson received a grant of 71,690 Nil Cost Options over common stock as equity compensation. These options carry a £0.00 exercise price and increase his directly held derivative position to 2,706,152 options after the transaction.
The options begin vesting on June 30, 2026, with additional portions vesting quarterly thereafter under the applicable vesting schedule, conditioned on Mr. Simpson’s continued service through each vesting date. The options are scheduled to expire on January 21, 2036 if not exercised.