Joby registers resale of 2.4M acquisition shares

Joby Aviation files a prospectus supplement for the resale of 2,419,801 earn-out shares issued after EBITDA milestones tied to an acquisition were met.

Rhea-AI Filing Summary

Joby Aviation, Inc. (JOBY) reports that it has filed a prospectus supplement under Rule 424(b) covering the resale of 2,419,801 shares of common stock. These shares were previously issued to a selling stockholder after the acquired operations achieved specified EBITDA milestones during the 12-month period following closing of an acquisition.

The prospectus supplement forms part of Joby Aviation’s Registration Statement on Form S-3 (No. 333-282809) and relates to shares issued in connection with acquiring the passenger segment and operations of Strata Critical Medical, Inc. (formerly Blade Air Mobility, Inc.), Trinity Medical Intermediate II, Inc., and Blade Urban Air Mobility, Inc. A legal opinion from Latham & Watkins LLP on the validity of these shares is filed as an exhibit.

Filing Explained

For existing holders, this is a resale-registration step; the 2,419,801 shares were already issued.

On September 10, 2026, Joby Aviation disclosed that it filed a prospectus supplement covering the resale of 2,419,801 common shares that had already been issued to a selling stockholder after specified acquisition-related EBITDA milestones. The current state is resale registration, so the structural consequence is potential future transfer of those shares rather than a new share issuance in this filing.

Because the supplement is part of the company’s Form S-3 registration statement, it creates registered capacity for a future sale but does not itself sell the shares. The dilution associated with adding these shares to the company’s total share count therefore arose when they were issued, not from this resale-registration step.

The filing does not state that the selling stockholder has completed a resale; any such transaction would be a separate event from the registration disclosed here.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares covered by resale prospectus supplement: 2,419,801 shares of common stock Milestone measurement period: 12 months Registration Statement on Form S-3: No. 333-282809

3 metrics

Shares covered by resale prospectus supplement 2,419,801 shares of common stock Resale shares issued upon achievement of EBITDA milestones

Milestone measurement period 12 months Period following closing of the acquisition during which EBITDA milestones were measured

Registration Statement on Form S-3 No. 333-282809 Base shelf registration statement that the prospectus supplement forms a part of

Key Terms

prospectus supplement, Registration Statement on Form S-3, EBITDA milestones, resale

4 terms

prospectus supplement regulatory

"filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3 regulatory

"forms a part of the Company’s Registration Statement on Form S-3 (No. 333-282809)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

EBITDA milestones financial

"in connection with the achievement of certain EBITDA milestones by the acquired operations"

resale financial

"relating to the resale of 2,419,801 shares of common stock"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does Joby Aviation (JOBY) disclose in this 8-K?

Joby Aviation discloses that it filed a prospectus supplement for the resale of 2,419,801 shares of common stock previously issued to a selling stockholder after EBITDA milestones were achieved by acquired operations.

How many Joby Aviation (JOBY) shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale of 2,419,801 shares of Joby Aviation common stock. These shares were already issued to the selling stockholder in connection with milestone achievement under an acquisition arrangement.

What transaction are the 2,419,801 Joby Aviation (JOBY) shares related to?

The 2,419,801 shares are related to Joby Aviation’s acquisition of the passenger segment and operations of Strata Critical Medical, Inc. (formerly Blade Air Mobility, Inc.), Trinity Medical Intermediate II, Inc., and Blade Urban Air Mobility, Inc., and were issued upon achievement of EBITDA milestones.

Over what period were the EBITDA milestones for Joby Aviation’s acquisition measured?

The EBITDA milestones tied to the issuance of the 2,419,801 shares were measured over a 12-month period following the closing of the acquisition of the passenger segment and operations of the specified entities.

What registration statement does the Joby Aviation (JOBY) prospectus supplement relate to?

The prospectus supplement forms part of Joby Aviation’s Registration Statement on Form S-3 (No. 333-282809), originally filed on October 24, 2024, and specifically addresses the resale of the 2,419,801 previously issued shares.

What legal opinion is included with Joby Aviation’s 8-K filing?

The filing includes as Exhibit 5.1 a legal opinion from Latham & Watkins LLP regarding the validity of the issuance of the 2,419,801 shares of Joby Aviation common stock, along with a related consent in Exhibit 23.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2026

________________________________________________

Joby Aviation, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________________

Delaware

001-39524

98-1548118

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

333 ENCINAL STREET

SANTA CRUZ

,

California

95060

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (831) 201-6700

(Former Name or Former Address, if Changed Since Last Report)

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

JOBY

New York Stock Exchange

Warrants to purchase common stock

JOBY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

Prospectus Supplement for Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.)

On September 10, 2026, Joby Aviation, Inc., (the “Company”) filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”) relating to the resale of 2,419,801 shares of common stock, $0.0001 par value per share (“common stock”), of the Company that were issued by the Company to the selling stockholder named therein in connection with the achievement of certain EBITDA milestones by the acquired operations during the 12-month period following the closing of the acquisition of the passenger segment and operations of Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.), Trinity Medical Intermediate II, Inc., and Blade Urban Air Mobility, Inc.. The prospectus supplement forms a part of the Company’s Registration Statement on Form S-3 (No. 333-282809), which was originally filed with the Commission on October 24, 2024 (the “Registration Statement”).

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance of these shares of common stock is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Exhibit Description
5.1						Opinion of Latham & Watkins LLP.
23.1						Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104						Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURE

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

									Joby Aviation, Inc.
Date:			September 10, 2026			By:			/s/ Rodrigo Brumana
						Name:			Rodrigo Brumana
						Title:			Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EX-5.1 12.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB