[6-K] Vertical Aerospace Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Vertical Aerospace Ltd. (EVTL) reported the results of its 5 Aug 2025 Annual General Meeting in this Form 6-K. Shareholder turnout was 57,222,177 ordinary shares, or 68.45% of the 83,592,144 shares outstanding on the 23 Jun 2025 record date.

• Proposal 1 – Auditor ratification: PricewaterhouseCoopers LLP was re-appointed as independent auditor for FY 2025 with 57,174,506 votes for, 40,233 against, and 7,438 abstain (≈99.9% approval).
• Proposal 2 – 2021 Incentive Award Plan amendment: Shareholders approved an amended and restated equity plan that increases the share reserve, revises award limits and change-in-control treatment, and makes other clarifying edits. The measure passed with 54,282,414 votes for, 2,897,336 against, and 42,427 abstain (≈95% approval). The plan became effective immediately; the full text is filed as Exhibit 99.1.

The filing also automatically incorporates this information into the company’s effective F-3 shelf registration statements (Nos. 333-270756, 333-284763, 333-287207).

Insights

Equity Compensation Analyst

TL;DR: Routine auditor approval; larger share pool adds dilution risk but supports talent retention—overall neutral to mildly dilutive.

The auditor ratification is standard and signals continuity in financial oversight—no valuation impact. The revised 2021 Incentive Award Plan is more notable: increasing the share reserve will raise potential future dilution; however, a competitive equity pool is critical for attracting engineers in the eVTOL sector. With ~95% support, shareholders appear comfortable. No immediate cash outflow is involved, but incremental share issuance could weigh on per-share metrics if the stock price remains depressed. Given the company’s pre-revenue status, aligning employees through equity may be strategically positive, yet existing shareholders should monitor future grant cadence and burn rate.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41169

Vertical Aerospace Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On August 5, 2025, Vertical Aerospace Ltd. (the “Company”) held its Annual General Meeting of Shareholders (the “AGM”), at which holders of 57,222,177 of the Company's ordinary shares, par value $0.001 per share (the “Ordinary Shares”), were present in person or by proxy, representing approximately 68.45% of the voting power of the 83,592,144 issued and outstanding Ordinary Shares of the Company (excluding treasury shares and earnout shares subject to voting restrictions) at the close of business on June 23, 2025, which was the record date (the “Record Date”) for determining the shareholders entited to vote at the AGM. The Company's shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.”

A summary of the voting results at the AGM for each of the proposals is set forth below.

Proposal 1

The Shareholders ratified, by ordinary resolution, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

The voting results for such proposal were as follows:

For		Against		Abstain
57,174,506		40,233		7,438

Proposal 2

The Shareholders approved, by ordinary resolution, that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the "Plan"), be amended and restated to, among other things, increase the share reserve, amend rules relating to Plan stock limits, amend the rules relating to the treatment of awards upon the occurrence of a change in control, as well as certain other amendments for the purposes of clarity and consistency, in the form set forth in Schedule A of the the circular to the Company’s shareholders furnished as Exhibit 99.1 to the Company’s Form 6-K filed on July 1, 2025.

The voting results for such proposal were as follows:

For		Against		Abstain
54,282,414		2,897,336		42,427

The amended and restated Plan became effective immediately upon its adoption by the Shareholders at the AGM, a copy of which is attached as Exhibit 99.1 hereto.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (including Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756, File No. 333-284763 and File No. 333-287207) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Vertical Aerospace Ltd.
Date: August 5, 2025	By:	/s/ Stuart Simpson
		Stuart Simpson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Amended and Restated Vertical Aerospace Ltd. 2021 Incentive Award Plan

FAQ

What was approved at Vertical Aerospace’s (EVTL) 2025 AGM?

Shareholders ratified PwC as auditor for FY-2025 and approved an amended 2021 Incentive Award Plan with a larger share reserve.

How many shares voted at the EVTL AGM?

57,222,177 shares, representing 68.45% of the outstanding ordinary shares, were present in person or by proxy.

What percentage supported the new Incentive Award Plan for EVTL?

Approximately 95% of votes cast (54.3 M for vs. 2.9 M against) approved the plan.

Does the filing affect Vertical Aerospace’s shelf registration statements?

Yes. This Form 6-K is incorporated by reference into EVTL’s active Form F-3 shelf registrations (Nos. 333-270756, 333-284763, 333-287207).

Will the share pool increase lead to immediate dilution for EVTL shareholders?

Not immediately; dilution occurs only when new equity awards are granted and vested, but the plan authorizes additional future issuances.