Joby Aviation (NYSE: JOBY) sells 30.5M shares at $16.85

Rhea-AI Filing Summary

Joby Aviation, Inc. entered into an underwriting agreement with Morgan Stanley & Co. LLC for an underwritten public offering of 30,500,000 shares of common stock at $16.85 per share. The company also granted a 30‑day option to purchase up to 4,575,000 additional shares. The shares are expected to be delivered against payment on October 9, 2025.

Joby estimates net proceeds of about $500.5 million after underwriting discounts, commissions and estimated expenses. It currently intends to use these funds, together with existing cash, cash equivalents and short‑term investments, to fund certification and manufacturing efforts, prepare for commercial operations, and for general working capital and other corporate purposes. The deal is being conducted under an existing automatic shelf registration on Form S‑3.

Insights

Equity capital markets analyst

Joby is raising about $500.5M via a large underwritten stock sale.

Joby Aviation has launched an underwritten public offering of 30,500,000 common shares at $16.85 per share, with Morgan Stanley & Co. LLC as underwriter. The agreement also includes a 30‑day option for up to 4,575,000 additional shares, which gives the underwriter flexibility to place more stock if demand is strong. Settlement of the shares is expected on October 9, 2025.

The company estimates $500.5 million in net proceeds after underwriting discounts, commissions and offering expenses. It plans to use this capital, alongside existing cash, cash equivalents and short‑term investments, to fund certification and manufacturing efforts, prepare for commercial operations, and support working capital and other corporate purposes. The transaction is being executed off an automatic shelf registration on Form S‑3 that became effective on October 24, 2024.

The size of the raise and its earmarking for certification and manufacturing highlight a capital‑intensive phase as the business moves toward commercial operations. Actual dilution and trading impact will depend on final share settlement, any exercise of the 4,575,000‑share option, and market reception once the shares are delivered on October 9, 2025.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 7, 2025

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. ☐

Item 8.01.    Other Events.

On October 7, 2025, Joby Aviation, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), relating to the underwritten public offering by the Company of 30,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $16.85 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company also granted Morgan Stanley a 30-day option (the “Option”) to purchase up to 4,575,000 additional shares of Common Stock (the “Option Shares”). The Shares are expected to be delivered against payment therefor on October 9, 2025.

The Company estimates that the net proceeds from the Offering will be approximately $500.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Offering, together with existing cash, cash equivalents and short-term investments, to fund certification and manufacturing efforts, prepare for commercial operations and for general working capital and other general corporate purposes.

The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-282809) which became automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on October 24, 2024, a prospectus included in such registration statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on October 7, 2025 and October 8, 2025, respectively.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Morgan Stanley, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Common Stock in the Offering 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 Number						Exhibit Description
1.1						Underwriting Agreement, dated October 7, 2025, by and among Joby Aviation, Inc. and Morgan Stanley & Co. LLC.
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).

SIGNATURES

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:			October 8, 2025			By:			/s/ Rodrigo Brumana
						Name:			Rodrigo Brumana
						Title:			Chief Financial Officer

FAQ

What did Joby Aviation (JOBY) announce in this Form 8-K?

Joby Aviation announced it entered into an underwriting agreement with Morgan Stanley & Co. LLC for an underwritten public offering of 30,500,000 shares of its common stock at $16.85 per share, with an expected closing on October 9, 2025.

How much money is Joby Aviation (JOBY) expected to raise from the offering?

The company estimates net proceeds of approximately $500.5 million from the offering, after deducting underwriting discounts, commissions and estimated offering expenses payable by Joby Aviation.

Is there an over-allotment option in Joby Aviation's stock offering?

Yes. Under the underwriting agreement, Joby Aviation granted Morgan Stanley a 30‑day option to purchase up to 4,575,000 additional shares of common stock.

How does Joby Aviation plan to use the net proceeds from this offering?

Joby currently intends to use the net proceeds, together with existing cash, cash equivalents and short‑term investments, to fund certification and manufacturing efforts, prepare for commercial operations, and for general working capital and other general corporate purposes.

When will the shares from Joby Aviation’s offering be delivered?

The 30,500,000 shares are expected to be delivered against payment on October 9, 2025, according to the underwriting agreement.

Under what registration statement is Joby Aviation conducting this offering?

The offering is being made pursuant to Joby Aviation’s shelf registration statement on Form S‑3 (No. 333-282809), which became automatically effective upon filing with the SEC on October 24, 2024, along with a related prospectus and prospectus supplements.

Who provided the legal opinion for Joby Aviation’s stock offering?

Latham & Watkins LLP provided the legal opinion relating to the validity of the issuance and sale of the common stock, filed as Exhibit 5.1 with a related consent included as Exhibit 23.1.