Vertical Aerospace (NYSE: EVTL) insiders increase stakes while Fitzpatrick reduces ownership

Rhea-AI Filing Summary

Vertical Aerospace Ltd. reports that 16 members of its Board of Directors and senior leadership team have been buying the company’s ordinary shares in the open market since November 11, 2025, in a personal capacity. Taken together with similar purchases disclosed in May 2025, these insiders have increased their aggregate shareholdings by approximately 50% since May.

The company’s majority shareholder, Mudrick Capital Management, LP, has also increased its position by 350,000 shares through open‑market purchases since November 24, 2025. In contrast, Stephen Fitzpatrick’s directly held stake has fallen to less than 0.4% of ordinary shares as of late November 2025, down from about 15% on January 1, 2025. The 6‑K also incorporates this information into several existing Form F‑3 registration statements.

Insights

Equity ownership and governance analyst

Insider buying rises while a major individual holder sharply cuts his stake.

Vertical Aerospace discloses notable shifts in its ownership profile. Sixteen directors and senior leaders have been purchasing ordinary shares in the open market since November 11, 2025, lifting their aggregate positions by about 50% since May 2025. The filing stresses these are personal investments, not company-directed transactions.

The majority shareholder, Mudrick Capital Management, LP, has added 350,000 shares via open‑market purchases since November 24, 2025, reinforcing its role as the principal shareholder. At the same time, Stephen Fitzpatrick’s directly held stake has dropped from roughly 15% of ordinary shares on January 1, 2025 to less than 0.4% as confirmed by the share register on November 28, 2025.

These moves collectively suggest a consolidation of influence with the majority shareholder and a reduced direct ownership role for Mr. Fitzpatrick. Future company disclosures may further clarify how this evolving ownership mix relates to governance, voting dynamics, and any ongoing strategic initiatives.

Form 6-K: How Foreign Companies Report to the SEC →

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 December 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

16 members of the Board of Directors and senior leadership team of Vertical Aerospace Ltd. (the “Company”) have informed the Company that, commencing on November 11, 2025, they have effected a series of open market share purchases in the Company’s ordinary shares. Such open market share purchases were conducted by these persons solely in a personal capacity and not in any relation to their role as a member of the Board or the senior leadership team of the Company.

This follows the Company’s announcement in May 2025, noting a series of open market share purchases conducted by the Chairman of the Board of Directors of the Company and two fellow Board members in a personal capacity. Further information can be found in the Company’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on, May 21, 2025.

With the open market share purchases conducted in November 2025, the members of the Company’s Board of Directors and senior leadership team have in aggregate increased their positions in the Company’s shares by approximately 50% since May 2025.

Furthermore, the Company’s majority shareholder, Mudrick Capital Management, LP, informed the Company that it had increased its position by 350,000 shares via open-market purchases since November 24, 2025.

Furthermore, on November 19, 2025, Stephen Fitzpatrick filed a Schedule 13D/A with the SEC (the “SF 13D/A”) in relation to his beneficial ownership of the ordinary shares of the Company. Based on this filing and as confirmed by the Company’s share register issued by the Company’s transfer agent on November 28, 2025, the Company notes that as of the date of this filing, Mr. Fitzpatrick’s directly held shares represent less than 0.4% of the Company’s ordinary shares, down from approximately 15% on January 1, 2025.¹

Press Release

On December 1, 2025, the Company issued a press release in relation to the share purchase activity by member of its Board and senior leadership team, a copy of which is furnished as Exhibit 99.1 hereto.

¹ Pursuant to the Company’s share register as of November 28, 2025, Imagination Aero Investments Limited – a company beneficially owned by Mr. Fitzpatrick according to the SF 13D/A - holds 200,000 ordinary shares of the Company attributable to Mr. Fitzpatrick and representing less than 0.2% of the Company’s ordinary shares. Furthermore, Mr. Fitzpatrick continues to hold certain earn-out shares (which are non-voting, and forfeit in December 2026, unless certain share price thresholds are met) and warrants in the Company, excluded above.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K (excluding 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.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Vertical Aerospace Ltd. dated December 1, 2025

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: December 1, 2025	By:	/s/ Stuart Simpson
		Stuart Simpson
		Chief Executive Officer

FAQ

What does Vertical Aerospace (EVTL) report in this Form 6-K?

The Form 6-K reports recent open market share purchases by 16 members of Vertical Aerospace’s Board and senior leadership, additional purchases by its majority shareholder Mudrick Capital Management, LP, and a significant reduction in Stephen Fitzpatrick’s directly held stake.

How much have Vertical Aerospace insiders increased their holdings?

Board and senior leadership members have increased their aggregate positions in Vertical Aerospace ordinary shares by approximately 50% since May 2025 through open market purchases made in a personal capacity.

What change did Mudrick Capital Management, LP make to its stake in EVTL?

Mudrick Capital Management, LP, Vertical Aerospace’s majority shareholder, informed the company that it increased its position by 350,000 shares via open‑market purchases since November 24, 2025.

How has Stephen Fitzpatrick’s ownership in Vertical Aerospace changed in 2025?

Based on a Schedule 13D/A and the share register, Stephen Fitzpatrick’s directly held shares represented less than 0.4% of ordinary shares as of late November 2025, down from about 15% on January 1, 2025.

Are the insider share purchases related to Vertical Aerospace’s corporate actions?

The filing states that the open market share purchases by Board and senior leadership members were conducted solely in a personal capacity and not in relation to their roles at the company.

How is this 6-K linked to Vertical Aerospace’s existing registration statements?

The information in this Form 6-K (excluding Exhibit 99.1) is incorporated by reference into Vertical Aerospace’s existing Form F-3 registration statements with file numbers 333-270756, 333-284763, and 333-287207.

Did Vertical Aerospace issue a press release about the insider share purchases?

Yes. On December 1, 2025, Vertical Aerospace issued a press release about the share purchase activity by members of its Board and senior leadership team, furnished as Exhibit 99.1 to this Form 6-K.