| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Restricted Stock Units(1) | (2) | 01/07/2026 | A | 131,300 | (3) | (4) | Class A Common Stock | 131,300 | $0 | 131,300 | D | ||||
| Explanation of Responses: |
| 1. The transaction represents the certification of achievement of the first of three tranches of a performance-based restricted stock unit award granted to the reporting person by the Issuer's compensation committee on December 18, 2024 (the "2024 PRSU Award"). Vesting of each tranche of the 2024 PRSU Award is based on relative total stockholder return and is subject to the reporting person's continued service through the certification date of achievement of the relevant tranche. |
| 2. Each deferred restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock at the end of the deferral period (which is described in footnote 3 below). |
| 3. The deferred restricted stock units reported herein are fully vested and shall be settled for shares of the Issuer's Class A Common Stock at the end of the deferral period during calendar year 2029, on a date to be determined by the Issuer. Notwithstanding the aforementioned deferral period, deferred restricted stock units will automatically settle earlier upon the earliest to occur of: (i) the reporting person's death, disability (as defined under the Issuer's 2021 Amended and Restated Equity Incentive Plan (the "Plan")), or separation from service with the Issuer; (ii) a Change in Control (as defined under the Plan); or (iii) the occurrence of an "unforeseeable emergency" (as defined under Section 409A of the Internal Revenue Code). |
| 4. Since the first tranche of this award has been certified as achieved, the deferred restricted stock units reported herein as awarded pursuant to the first tranche are not subject to expiration. The two remaining tranches of the 2024 PRSU Award may expire if the relevant performance criteria are not achieved within the applicable performance period for such tranche. The performance period for the second and third tranches ends on December 18, 2026 and 2027, respectively. |
| /s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein | 01/09/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||