Toyota (NYSE: TM) updates 13.1% Joby (JOBY) stake and eVTOL JV terms

Rhea-AI Filing Summary

Toyota Motor Corporation filed Amendment No. 3 to its Schedule 13D on June 29, 2026, disclosing beneficial ownership of 128,454,401 Joby Aviation common shares, or about 13.1% of Joby’s outstanding stock based on 983,642,852 shares.

Of this, 122,573,621 shares are held directly by Toyota Motor Corporation, with 5,813,286 shares held by Toyota A.I. Ventures Fund I, L.P. and 67,494 shares by Toyota A.I. Ventures Parallel Fund I-A, L.P., over which Toyota has voting and dispositive control.

The amendment also describes a new stockholders agreement creating Joby Toyota Aero Manufacturing Preparation Company as a joint venture to manufacture Joby’s S4 Series eVTOL aircraft, with Toyota investing $1.02 million for a 51% stake and the right to designate a majority of JTAMPC’s directors.

Insights

Equity ownership and strategic partnerships analyst

Toyota affirms a 13.1% Joby stake and deepens a manufacturing JV.

Toyota Motor Corporation reports beneficial ownership of 128,454,401 Joby shares, equal to 13.1% of outstanding stock based on 983,642,852 shares. Most shares are held directly, with smaller portions in Toyota venture funds that Toyota controls.

The filing also highlights a stockholders agreement forming Joby Toyota Aero Manufacturing Preparation Company as a joint venture to manufacture S4 Series eVTOL aircraft. Toyota invested $1.02 million for a 51% equity stake and the right to appoint a majority of JTAMPC’s directors.

This amendment mainly updates ownership and governance details rather than signaling large capital flows. Subsequent company reports about the joint venture’s progress and any additional investments will provide further clarity on its operational and financial importance.

Key Figures

Beneficial ownership: 128,454,401 shares Ownership percentage: 13.1% Joby shares outstanding: 983,642,852 shares +5 more

8 metrics

Beneficial ownership 128,454,401 shares Joby common shares beneficially owned by Toyota

Ownership percentage 13.1% Share of Joby’s outstanding common stock

Joby shares outstanding 983,642,852 shares Common shares outstanding as of May 4, 2026

Shares held directly by Toyota 122,573,621 shares Joby common shares held of record by TMC

JTAMPC investment $1.02 million Toyota purchase of JTAMPC common stock

JTAMPC ownership 51% Toyota equity stake in JTAMPC

Shares held by TVF 5,813,286 shares Joby shares held by Toyota A.I. Ventures Fund I, L.P.

Shares held by TVPF 67,494 shares Joby shares held by Toyota A.I. Ventures Parallel Fund I-A, L.P.

Key Terms

Stockholders Agreement, joint venture, beneficial owner, Schedule 13D, +2 more

6 terms

Stockholders Agreement financial

"entered into a stockholders agreement (the "Stockholders Agreement"), pursuant to which Joby Aero and TMC incorporated JTAMPC"

joint venture financial

"incorporated JTAMPC as a joint venture for the purpose of manufacturing Joby's S4 Series eVTOL aircraft"

A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

beneficial owner financial

"therefore may be deemed to be the beneficial owner of such Common Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"This Amendment No. 3 ("Amendment") amends and supplements the Statement on originally filed ... on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"Sole Dispositive Power 122,573,621.00 10 | Shared Dispositive Power 5,880,780.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Percent of class financial

"Percent of class represented by amount in Row (11) 13.1 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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

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FAQ

How many Joby Aviation (JOBY) shares does Toyota Motor Corporation currently beneficially own?

Toyota Motor Corporation beneficially owns 128,454,401 Joby Aviation common shares. This represents about 13.1% of Joby’s 983,642,852 outstanding common shares, based on the company’s Form 10-Q filed May 6, 2026, and includes shares held through affiliated venture funds.

What percentage of Joby Aviation’s outstanding stock does Toyota hold according to this Schedule 13D/A?

Toyota’s reported holdings represent approximately 13.1% of Joby Aviation’s outstanding common shares. The percentage is calculated using 983,642,852 common shares outstanding as of May 4, 2026, as disclosed in Joby’s Form 10-Q filed on May 6, 2026.

How are Toyota’s Joby Aviation (JOBY) shares held across different entities?

Of the 128,454,401 Joby shares, 122,573,621 are held of record by Toyota Motor Corporation. An additional 5,813,286 shares are held by Toyota A.I. Ventures Fund I, L.P., and 67,494 shares by Toyota A.I. Ventures Parallel Fund I-A, L.P., over which Toyota has control.

What joint venture related to Joby’s S4 eVTOL aircraft is described in Toyota’s Schedule 13D/A amendment?

Toyota, Joby Aero, Inc., and Joby Toyota Aero Manufacturing Preparation Company entered a stockholders agreement to form JTAMPC as a joint venture. JTAMPC’s purpose is manufacturing Joby’s S4 Series eVTOL aircraft under the collaboration framework between Toyota and Joby.

How much did Toyota invest in the Joby Toyota Aero Manufacturing Preparation Company joint venture?

Toyota agreed to purchase an aggregate of $1.02 million in JTAMPC common stock. This investment gives Toyota 51% ownership of JTAMPC under a common stock purchase agreement with JTAMPC and Joby Aero, Inc., executed alongside the stockholders agreement.

What governance rights does Toyota receive under the JTAMPC stockholders agreement?

Under the stockholders agreement, Toyota is entitled to designate a majority of JTAMPC’s directors. The agreement also grants Toyota certain additional stockholder rights, clarifying its controlling role in the joint venture’s governance and decision-making structure.

Does forming JTAMPC satisfy conditions for Toyota’s second tranche investment in Joby?

The stockholders agreement states that entering into the agreement and incorporating JTAMPC do not by themselves satisfy the closing conditions for Toyota’s second tranche investment under the amended and restated stock purchase agreement with Joby. Additional conditions must still be met.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Joby Aviation, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

G65163100

(CUSIP Number)

Yoshihide Moriyama
Toyota Motor Corporation, 1 Toyota cho, Toyota City
Aichi, M0, 471-8571
81-565-28-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/29/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G65163100

1

Name of reporting person

TOYOTA MOTOR CORP/

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 122,573,621.00
8	Shared Voting Power 5,880,780.00
9	Sole Dispositive Power 122,573,621.00
10	Shared Dispositive Power 5,880,780.00

11

Aggregate amount beneficially owned by each reporting person

128,454,401.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Items 8,10,11* Includes (i) 5,813,286 Common Shares of the Issuer issued to TVF (as defined herein) and (ii) 67,494 Common Shares of the Issuer issued to TVPF (as defined herein). TMC (as defined herein) has voting and dispositive power of the Common Shares held by TVF and TVPF and therefore may be deemed to be the beneficial owner of such Common Shares. Item 13** This percentage is calculated based upon 983,642,852 Common Shares issued and outstanding of the Issuer as of May 4, 2026 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Joby Aviation, Inc.
(c)	Address of Issuer's Principal Executive Offices: 333 Encinal Street, Santa Cruz, CALIFORNIA , 95060.
Item 1 Comment: Explanatory Note This Amendment No. 3 ("Amendment") amends and supplements the Statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on August 20, 2021 (the "Original Statement"), as amended and supplemented by Amendment No. 1 to the Statement on Schedule 13D filed by the Reporting Person with the SEC on October 2, 2024 ("Amendment No. 1") and Amendment No. 2 to the Statement on Schedule 13D filed by the Reporting Person with the SEC on May 27, 2025 ("Amendment No. 2" and, together with the Original Statement, Amendment No. 1 and the Amendment, the "Amended Statement"), in each case which relate to the shares of common stock, par value $0.0001 per share (the "Common Shares"), of Joby Aviation, Inc. (the "Issuer" or "Joby"). Except as otherwise described herein, the information contained in the Amended Statement remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Statement.
Item 2.	Identity and Background
(a)	Item 2 is hereby amended solely to amend and restate the list of Covered Persons on Schedule A attached hereto as Exhibit 99.A, which schedule is incorporated into this Item 2 by reference.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On June 29, 2026, and in furtherance of the goals outlined in the Collaboration Agreement, TMC, Joby Aero, Inc., a Delaware corporation and wholly owned subsidiary of Joby ("Joby Aero"), and Joby Toyota Aero Manufacturing Preparation Company, a Delaware corporation ("JTAMPC"), entered into a stockholders agreement (the "Stockholders Agreement"), pursuant to which Joby Aero and TMC incorporated JTAMPC as a joint venture for the purpose of manufacturing Joby's S4 Series eVTOL aircraft. Substantially simultaneously, TMC agreed to purchase an aggregate of $1.02 million in shares of common stock of JTAMPC, representing 51% ownership in JTAMPC, pursuant to a common stock purchase agreement with JTAMPC and Joby Aero. Pursuant to the Stockholders Agreement, TMC is entitled to designate a majority of the directors of JTAMPC and to certain other stockholder rights set forth therein. The Stockholders Agreement provides that entry into the Stockholders Agreement and the incorporation of JTAMPC do not alone satisfy the closing conditions for the second tranche investment by Toyota under the terms of the A&R Stock Purchase Agreement. The foregoing summary of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate number of Common Shares to which this Amendment relates is 128,454,401 Common Shares as of the date hereof. Based on 983,642,852 Common Shares outstanding (as described in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026), the Common Shares reported on this Amendment represent approximately 13.1% of the Issuer's outstanding Common Shares. Of the 128,454,401 Common Shares to which this Amendment relates, (i) 122,573,621 Common Shares are held of record by TMC, (ii) 5,813,286 Common Shares are held of record by Toyota A.I. Ventures Fund I, L.P., a limited partnership formed under the laws of Delaware ("TVF"), and (iii) 67,494 Common Shares are held of record by Toyota A.I. Ventures Parallel Fund I-A, L.P., a limited partnership formed under the laws of Delaware ("TVPF"). TMC owns 100% of the manager and each of the general partners of both TVF and TVPF. As such, TMC may be deemed to beneficially own 128,454,401 Common Shares as it has voting and dispositive control over the Common Shares held by TVF and TVPF.
(c)	Item 5(c) is hereby amended and restated as follows: Except as described in this Amendment, no transactions in the Common Shares reported in this Amendment were effected by the Reporting Person during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.A Schedule A - List of Covered Persons 99.9 Stockholders Agreement, by and among Joby Toyota Aero Manufacturing Preparation Company, Joby Aero, Inc., and Toyota Motor Corporation, dated June 29, 2026 (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 30, 2026 (File No. 001-39524)). https://www.sec.gov/Archives/edgar/data/0001819848/000181984826000378/joby-8kx20260630xexx10_1.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TOYOTA MOTOR CORP/

Signature:	/s/ Takanori Azuma
Name/Title:	Takanori Azuma/Chief Officer, Accounting Group
Date:	06/30/2026