Vertical Aerospace cuts option strike to $1.30

Rhea-AI Filing Summary

Vertical Aerospace Ltd. (EVTL) reported the results of its September 11, 2026 Annual General Meeting, where holders of 91,888,684 ordinary shares and 27,000 Series A convertible preferred shares were present or represented, accounting for approximately 56.71% of the voting power as of the August 18, 2026 record date.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. They approved an increase of 2,767,806 shares available under the 2021 Incentive Award Plan (excluding the CEO and non-employee directors) and approved reducing the exercise prices of certain existing options from $3.50 or $5.82 per share to $1.30 per share. Shareholders also approved, by special resolution, a Sixth Amended and Restated Memorandum and Articles of Association, which, among other matters, grants specific director nomination, removal, and consent rights to Mudrick Capital Management, L.P., the largest shareholder. A further proposal to adopt a Seventh Amended and Restated Memorandum and Articles of Association to remove certain references to Stephen Fitzpatrick received sufficient overall votes but failed because not all shares held directly or indirectly by Stephen Fitzpatrick were voted in favor, so the Sixth A&R M&A remains in effect.

Key Figures

Voting power represented at AGM: 56.71% Ordinary shares outstanding: 168,640,928 shares Series A preferred convertibility baseline: 8,667,047 shares +5 more

8 metrics

Voting power represented at AGM 56.71% Voting power of all voting shares represented as of August 18, 2026 record date

Ordinary shares outstanding 168,640,928 shares Ordinary shares issued and outstanding as of the August 18, 2026 record date

Series A preferred convertibility baseline 8,667,047 shares Ordinary shares into which 27,000 Series A preferred shares would have been convertible as of the record date, subject to a 4.99% beneficial ownership limitation

Equity plan share increase 2,767,806 shares Additional shares available under the 2021 Incentive Award Plan for employees (excluding CEO and non-employee directors)

Option exercise prices before amendment $3.50 and $5.82 per share Original exercise prices of certain outstanding options before repricing

Option exercise price after amendment $1.30 per share Revised exercise price for certain outstanding option awards approved at the AGM

Auditor ratification votes for 100,161,304 votes Votes in favor of ratifying PricewaterhouseCoopers LLP for fiscal year 2026

Votes for Mudrick-related governance changes 99,046,123 votes Votes for adopting the Sixth Amended and Restated Memorandum and Articles of Association

Key Terms

Series A convertible preferred shares, beneficial ownership limitation, special resolution, memorandum and articles of association, +1 more

5 terms

Series A convertible preferred shares financial

"holders of 27,000 of the Company’s Series A convertible preferred shares"

Series A convertible preferred shares are an early round of investment stock that gives holders special rights, such as being paid before common shareholders if the company is sold or shuts down, and sometimes receiving fixed dividends. They can be exchanged for ordinary (common) shares under agreed conditions, so they act like a tradeable ticket that can become regular ownership later. For investors this matters because these shares reduce downside risk while preserving the upside and affect future ownership and dilution.

beneficial ownership limitation financial

"would have been convertible as of the Record Date, subject to a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

special resolution regulatory

"The Shareholders approved, by special resolution, with immediate effect"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

memorandum and articles of association regulatory

"amendment and restatement of the Company’s fifth amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

independent registered public accounting firm financial

"the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What quorum and voting power were represented at Vertical Aerospace (EVTL)'s 2026 AGM?

At the AGM, holders of 91,888,684 ordinary shares and 27,000 Series A preferred shares were present or represented, accounting for approximately 56.71% of the voting power of all voting shares as of the August 18, 2026 record date.

Did EVTL shareholders ratify the auditor at the 2026 AGM?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Vertical Aerospace’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 100,161,304 votes for, 185,817 against, and 208,610 abstentions.

What change was approved to Vertical Aerospace (EVTL)'s 2021 Incentive Award Plan?

Shareholders approved increasing the shares (or share-based instruments) that may be issued under the 2021 Incentive Award Plan to employees (excluding the CEO and non-employee directors) by 2,767,806 shares, with votes of 87,105,505 for, 13,188,260 against, and 261,966 abstaining.

What option repricing did EVTL shareholders approve at the AGM?

Shareholders approved amending certain outstanding option awards so their exercise prices are reduced from $3.50 or $5.82 per ordinary share, as applicable, to $1.30 per ordinary share. The vote was 72,217,256 for, 27,877,901 against, and 460,574 abstaining.

What governance changes for Mudrick Capital were adopted by Vertical Aerospace (EVTL)?

Shareholders approved a Sixth Amended and Restated Memorandum and Articles of Association, effective immediately, which among other matters provides director nomination rights, removal rights and consent rights for Mudrick Capital Management, L.P., the company’s largest shareholder.

Why did Vertical Aerospace’s proposed Seventh Amended and Restated M&A fail?

The Seventh A&R M&A, intended to remove certain references relating to Stephen Fitzpatrick, required a special resolution and that all shares held directly or indirectly by him as of the record date be voted in favor. That second condition was not met, so the proposal was not approved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:01 PM Accepted by SEC EDGAR 09/11/2026 - 04:01 PM Learn about SEC filing dates

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 September 2026

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 September 11, 2026, Vertical Aerospace Ltd. (the “Company”) held its Annual General Meeting of Shareholders (the “AGM”), at which holders of 91,888,684 of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and holders of 27,000 of the Company’s Series A convertible preferred shares, par value $0.001 per share with a stated value equal to $1,000, voting as a single class with the holders of the Ordinary Shares (the “Series A Preferred Shares” and, together with the Ordinary Shares, the “Voting Shares”), were present in person or by proxy, representing approximately 56.71% of the voting power of the Voting Shares at the close of business on August 18, 2026, which was the record date (the “Record Date”) for determining the shareholders entited to vote at the AGM. Such percentage of the voting power of the Voting Shares is based on the sum of (i) 168,640,928 Ordinary Shares issued and outstanding as of the Record Date (excluding treasury shares and earnout shares subject to voting restrictions), and (ii) 8,667,047 Ordinary Shares into which the 27,000 Series A Preferred Shares issued and oustanding as of the Record Date would have been convertible as of the Record Date, subject to a 4.99% beneficial ownership limitation. 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, 2026.

The voting results for such proposal were as follows:

For		Against		Abstain
100,161,304		185,817		208,610

Proposal 2

The Shareholders approved, by ordinary resolution, that the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Plan”), be amended to increase the number of shares (or share-based instruments) permitted to be issued under the Plan to employees of the Company and its subsidiaries (excluding awards granted at any time to the Company’s Chief Executive Officer; or any Non-Employee Director) by 2,767,806 shares.

The voting results for such proposal were as follows:

For		Against		Abstain
87,105,505		13,188,260		261,966

Proposal 3

The Shareholders approved, by ordinary resolution, the amendment of the terms of certain outstanding option awards granted under the Plan to reduce the applicable exercise price from $3.50 or $5.82 per ordinary share, as applicable, to $1.30 per ordinary share.

The voting results for such proposal were as follows:

For		Against		Abstain
72,217,256		27,877,901		460,574

Proposal 4

The Shareholders approved, by special resolution, with immediate effect, the amendment and restatement of the Company’s fifth amended and restated memorandum and articles of association currently in effect (the “Articles”) in order to, among other matters, provide for certain director nomination rights, removal rights and consent rights for Mudrick Capital Management, L.P., the Company’s largest shareholder, by adopting a sixth amended and restated memorandum and articles of association (the “Sixth A&R M&A”).

The voting results for such proposal were as follows:

For		Against		Abstain
99,046,123		813,104		696,504

The Sixth A&R M&A became effective immediately upon its adoption by the Shareholders at the AGM, a copy of which is attached as Exhibit 3.1 hereto.

Proposal 5

Approval of the proposal to amend the Sixth A&R M&A to reflect the removal of certain references relating to Stephen Fitzpatrick, by adopting a seventh amended and restated memorandum and articles of association (the “Seventh A&R M&A”) called for each of (i) a special resolution of the Shareholders voting in favor thereof, and (ii) all shares held, directly or indirectly, by Stephen Fitzpatrick as at the Record Date being voted in favor thereof.

The voting results for such proposal were as follows:

For		Against		Abstain
98,936,134		852,868		766,729

Nevertheless, because all shares held, directly or indirectly, by Stephen Fitzpatrick as at the Record Date were not voted in favor thereof, such proposal was not approved. Accordingly, the Seventh A&R M&A was not adopted, and the Sixth A&R M&A, which became effective immediately upon its adoption at the AGM, remains in effect.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-270756, File No. 333-284763, File No. 333-287207, File No. 333-292448, File No. 333-295988, and File No. 333-297060 and File No. 333-298605) (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: September 11, 2026	By:	/s/ Stuart Simpson
		Stuart Simpson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1		Sixth Amended and Restated Memorandum and Articles of Association

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 EXHIBIT 3.1 309.2 KB