05/19/2026 | Press release | Distributed by Public on 05/19/2026 18:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 05/15/2026 | A | 87,617 | (6) | (7) | Class A Common Stock | 87,617 | $ 0 | 87,617 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 7,301 | (6) | (7) | Class A Common Stock | 7,301 | $ 0 | 80,316 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 22,866 | (8) | (7) | Class A Common Stock | 22,866 | $ 0 | 22,866 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 19,796 | (9) | (7) | Class A Common Stock | 19,796 | $ 0 | 59,390 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 8,946 | (10) | (7) | Class A Common Stock | 8,946 | $ 0 | 62,618 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 26,096 | (11) | (7) | Class A Common Stock | 26,096 | $ 0 | 156,576 | D | ||||
| Restricted Stock Units | (5) | 05/15/2026 | M | 15,437 | (12) | (7) | Class A Common Stock | 15,437 | $ 0 | 154,364 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lentell Eric C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE SAN JOSE, CA 95134 |
Chief Legal & Strategy Officer | |||
| /s/ Eric Lentell | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents shares of Class A Common Stock sold to satisfy tax withholding obligations incurred in connection with the vesting of performance restricted stock units, which was separately reported on a Form 4 filed with the U.S. Securities and Exchange Commission on April 22, 2026. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.005 to $6.135 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnote 4 of this Form 4. |
| (3) | Represents shares of Class A Common Stock sold to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock units. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.87 to $6.13 per share, inclusive. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer. |
| (6) | The award shall vest as to 1/12 of the total award beginning on May 15, 2026, and thereafter quarterly on August 15th, November 15th, March 1st, May 15th. |
| (7) | These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| (8) | The award vested or vests as to: (i) 1/4 of the total award on August 15, 2023; and (ii) 1/16 of the total award quarterly thereafter on November 15, March 1, May 15, and August 15. |
| (9) | The award vested or vests quarterly as to 1/16 of the total award, with the first tranche vested on May 15, 2023, and thereafter on August 15, November 15, March 1, and May 15. |
| (10) | The award vested or vests quarterly as to 1/16 of the total award, with the first tranche vested on May 15, 2024, and thereafter on August 15, November 15, March 1, and May 15. |
| (11) | The award vested or vests quarterly as to 1/12 of the total award, with the first tranche vested on March 1, 2025, and thereafter on May 15, August 15, November 15, and March 1. |
| (12) | The award vested or vests quarterly as to 1/12 of the total award, with the first tranche vested on March 1, 2026, and thereafter on May 15, August 15, November 15, and March 1. |