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What changed in Joby Aviation, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Joby Aviation, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+386 added−302 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Joby Aviation, Inc.'s 2025 10-K

386 paragraphs added · 302 removed · 242 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+28 added−22 removed58 unchanged
Biggest changeThe same study found that, in the top 15 metro areas alone, automobile commuters spent an aggregate of nearly 5 billion hours per year in traffic congestion and burned an extra 1.83 billion gallons of fuel. New light rail lines can cost more than $100 million per mile in the U.S. and routinely exceed twice that number.
Biggest changeThe report also notes that congestion is increasingly occurring outside of traditional weekday rush hours. New light rail lines can cost more than $100 million per mile in the U.S. and routinely exceed twice that number. Moving beneath the surface to expand subway networks is even more expensive, with new subway lines costing nearly $1 billion per mile.
In October 2022, we entered into a collaboration agreement with Delta Air Lines, Inc. (“Delta”) to develop a long-term strategic relationship for a premium airport transportation service that we plan to offer to Delta passengers in select markets through the Delta booking platform.
Delta Air Lines, Inc. In October 2022, we entered into a collaboration agreement with Delta Air Lines, Inc. (“Delta”) to develop a long-term strategic relationship for a premium airport transportation service that we plan to offer to Delta passengers in select markets through the Delta booking platform.
We designed our aircraft to be safe, quiet and performant - all characteristics that we believe are critical to unlocking the aerial ridesharing market. • Safe : Distributed electric propulsion has greater redundancy than centrally-located internal combustion engines. Each of our six propellers is powered by two independent electric motors, each in turn driven by independent drive-units.
We designed our aircraft to be safe, quiet and performant - all characteristics that we believe are critical to unlocking the urban aerial ridesharing market. • Safe : Distributed electric propulsion has greater redundancy than centrally-located internal combustion engines. Each of our six propellers is powered by two independent electric motors, each in turn driven by independent drive-units.
In addition to competitive cash and equity compensation, offering employees a compelling vision and an opportunity to positively impact their communities is a key part of our strategy to grow our workforce. Additionally, we invest in the communities where we operate, with programs enabling accessibility, education and training.
In addition to competitive cash, benefits, and equity compensation, offering employees a compelling vision and an opportunity to positively impact their communities is a key part of our strategy to grow our workforce. Additionally, we invest in the communities where we operate, with programs enabling accessibility, education and training.
Our Focus on Safety and Sustainable Manufacturing With safety as a core value, we emphasize the importance of safety in everything that we do. This includes adherence to safety rules, best practices, and compliance.
Our Focus on Safety and Sustainable Manufacturing With safety as a core value, we emphasize the importance of safety in everything that we do. This includes adherence to safety rules, best practices, and compliance standards.
With strong financial incentives and support from state and local governments, we look forward to expanding our manufacturing in the birthplace of aviation as our business grows.
With strong financial incentives and support from state and local governments, we look forward to expanding our manufacturing in Ohio, the birthplace of aviation, as our business grows.
While there are differentiated approaches to vehicle designs and business models, we believe that our aircraft and vertically-integrated approach offer the greatest long-term prospects to certify and produce the best aircraft to serve our customers and, in turn, to monetize the full value chain from development through operations. 13 Table of Contents
While there are differentiated approaches to vehicle designs and business models, we believe that our aircraft and vertically-integrated approach offer the greatest long-term prospects to certify and produce the best aircraft to serve our customers and, in turn, to monetize the full value chain from development through operations. 15 Table of Contents
The result is an aircraft that is significantly quieter than a twin-engine helicopter, exhibiting a noise profile in the range of 65 dBA during takeoff and landing (the noisiest configuration), roughly the volume of a normal speaking voice. In over-head flight as low as 500 feet the aircraft is near silent.
The result is an aircraft that is significantly quieter than a twin-engine helicopter, exhibiting a noise profile in the range of 65 dBA during takeoff and landing (the noisiest configuration), roughly the volume of a normal speaking voice. In over-head flight as low as 500 feet the aircraft is nearly silent.
In connection with the transactions, Legacy Joby changed its name to Joby Aviation, Inc. Our principal executive office is located at 333 Encinal Street, Santa Cruz, CA 95060. Our telephone number is (831) 201-6700. Our website address is www.jobyaviation.com. The U.S.
In connection with the transactions, RTP changed its name to Joby Aviation, Inc. Our principal executive office is located at 333 Encinal Street, Santa Cruz, CA 95060. Our telephone number is (831) 201-6700. Our website address is www.jobyaviation.com. The U.S.
Additionally, we have over 130 issued or allowed patents and over 65 pending patent applications related to aerial rideshare technology, such as fleet and infrastructure utilization, routing, air traffic coordination, rideshare software applications, vertiport infrastructure, and ancillary computer technologies.
Additionally, we have over 130 issued or allowed patents and over 70 pending patent applications related to aerial rideshare technology, such as fleet and infrastructure utilization, routing, air traffic coordination, rideshare software applications, vertiport infrastructure, and ancillary computer technologies.
The information contained on any of the websites referenced in this Annual Report are not part of or incorporated by reference into this or any other report we file with or furnish to the SEC. 3 Table of Contents Our Aircraft Our team of world-class engineers has been working for more than a decade to develop an aircraft specifically designed for aerial ridesharing.
The information contained on any of the websites referenced in this Annual Report are not part of or incorporated by reference into this or any other report we file with or furnish to the SEC. Our Aircraft Our team of world-class engineers has been working for more than a decade to develop an aircraft specifically designed for aerial ridesharing.
To establish and protect our proprietary rights, we rely on a combination of intellectual property rights (e.g., patents, patent applications, trademarks, copyrights, and trade secrets, including know-how and expertise) and contracts (e.g., license agreements, confidentiality and non-disclosure agreements with third parties, employee and contractor disclosure and invention assignment agreements, and other similar contractual rights).
To establish and protect our proprietary rights, we rely on a combination of intellectual property rights (e.g., patents, patent applications, trademarks, copyrights, and trade secrets, including know-how and expertise) and contracts (e.g., license agreements, 13 Table of Contents confidentiality and non-disclosure agreements with third parties, employee and contractor disclosure and invention assignment agreements, and other similar contractual rights).
We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements. 12 Table of Contents Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements. Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
Toyota Motor Corporation As of December 31, 2024, Toyota has invested nearly $400 million in Joby, making Toyota our largest outside investor. In 2024, Toyota signed a stock purchase agreement pursuant to which they committed to invest up to an additional $500 million, subject to the satisfaction of certain closing conditions.
Toyota Motor Corporation As of December 31, 2025, Toyota has invested nearly $650 million in Joby, making Toyota our largest outside investor. In 2024, Toyota signed a stock purchase agreement pursuant to which they committed to invest up to an additional $500 million, subject to the satisfaction of certain closing conditions.
Additionally, we are developing software that will coordinate multiple riders into each air leg, allowing us to drive high utilization rates for our aircraft and, in turn, progressive reduction in end-user pricing. 6 Table of Contents We believe that our app-based aerial ridesharing service will be fast, convenient, comfortable, environmentally sustainable and, over time, progressively more affordable.
Additionally, we are developing software that will coordinate multiple riders into each air leg, allowing us to drive high utilization rates for our aircraft and, in turn, progressive reduction in end-user pricing. We believe that our app-based aerial ridesharing service will be fast, convenient, comfortable, environmentally sustainable and, over time, progressively more affordable.
We anticipate we will initially certify the aircraft for day and night visual flight rules (“VFR”) operations and we plan to amend the design to include instrument flight rules (“IFR”) capabilities.
We anticipate we will initially certify the aircraft for day and night visual flight rules (“VFR”) operations and we plan to amend the design to include instrument flight rules (“IFR”) capabilities over time.
At our noisiest configuration, the aircraft has a noise profile in the range of 65 dBA, roughly the volume of a normal talking voice. Given our low noise profile, we do not expect our operations to be constrained to on-airport operations. Partnerships We believe that our strategic relationships provide us with another point of competitive differentiation.
At our noisiest configuration, the aircraft has a noise profile in the range of 65 dBA, roughly the volume of a normal talking voice. Given our low noise profile, we do not expect our operations to be constrained to on-airport operations. Partnerships We believe that our strategic relationships reflect another point of competitive differentiation.
We regularly file patent applications and from time to time acquire patents from third parties. Our patent filings include over 135 issued or allowed patents and over 145 pending patent applications relating to our aircraft, its architecture, powertrain, acoustics, energy storage and distribution systems, flight control system and system resiliency, as well as certain additional aircraft configurations and technologies.
We regularly file patent applications and from time to time acquire patents from third parties. Our patent filings include over 190 issued or allowed patents and over 180 pending patent applications relating to our aircraft, its architecture, powertrain, acoustics, energy storage and distribution systems, flight control system and system resiliency, as well as certain additional aircraft configurations and technologies.
In 2023, we signed a long-term supply agreement with Toyota to supply key powertrain and actuation components for our aircraft. 9 Table of Contents We believe that our collaboration with Toyota has provided and continues to provide us with a significant competitive advantage as we design and build out our high-volume manufacturing capability.
In 2023, we signed a long-term supply agreement with Toyota to supply key powertrain and actuation components for our aircraft. We believe that our collaboration with Toyota has provided and continues to provide us with a significant competitive advantage as we design and build out our high-volume manufacturing capability.
We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a Current Report on Form 8-K.
We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a 5 Table of Contents Current Report on Form 8-K.
These arrangements provide a means of efficient international expansion as we develop commercial operations around the world. Our path to certification leverages a large body of existing processes, procedures and standards.
These arrangements provide a means of efficient international expansion as we develop commercial operations around the world. 10 Table of Contents Our path to certification leverages a large body of existing processes, procedures and standards.
The Joby eVTOL is designed to transport a pilot and up to four passengers - or an expected payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge.
The Joby eVTOL is being designed to transport a pilot and up to four passengers - or a targeted payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge.
Upon successful completion of this stage, a type certification is issued. With a mature design based on thousands of test flights to date, we are well on our way towards certification and are engaging with the FAA to perform the hard work and testing required to earn FAA type certification.
Upon successful completion of this stage, a type certification is issued. With a mature design based on thousands of test flights to date, we are well on our way towards certification and are engaging with the FAA to perform the component and flight testing required to earn FAA type certification.
We believe that our relationship with Delta, in addition to providing additional capital, will be another important method of customer acquisition when we launch our commercial passenger service, and will also provide opportunities to leverage Delta’s expertise in providing a seamless passenger experience and expertise in building out infrastructure at key airports.
We believe that our relationship with Delta, in addition to providing additional capital, will be another important method of customer acquisition when we launch our commercial 12 Table of Contents passenger service, and will also provide opportunities to leverage Delta’s expertise in providing a seamless passenger experience and expertise in building out infrastructure at key airports. U.S.
In addition, states and local municipalities are able to set ordinances for zoning and land use, which may include noise or other restrictions such as curfews. Finally, foreign governments may allow airports and/or municipalities to enact similar restrictions.
In addition, states and local municipalities are able to set ordinances for zoning and land use, which 11 Table of Contents may include noise or other restrictions such as curfews. Finally, foreign governments may allow airports and/or municipalities to enact similar restrictions.
We have independently validated the noise footprint of our prototype aircraft through our work with NASA. • Performant : Our commitment to vertical integration and in-house development has allowed for optimization of systems and components across the aircraft, resulting in better energy efficiency, range, and speed than what would otherwise be available using commercial-off-the-shelf components.
We have independently validated the noise footprint of our prototype aircraft through our work with the National Aeronautics and Space Administration (“NASA”). • Performant : Our commitment to vertical integration and in-house development has allowed for optimization of systems and components across the aircraft, resulting in better energy efficiency, range, and speed than what would otherwise be available using commercial-off-the-shelf components.
We also operate a manufacturing apprentice program in our Marina, California location that provides paid training opportunities for individuals with no prior experience to prepare them for fulfilling careers in aerospace manufacturing. We work diligently to create a work environment that is welcoming for all. We provide equal opportunities for growth, success, promotion, learning and development.
Our manufacturing apprentice program in 14 Table of Contents our Marina, California location provides paid training opportunities for individuals with no prior experience to prepare them for fulfilling careers in aerospace manufacturing. We work diligently to create a work environment that is welcoming for all. We provide equal opportunities for growth, success, promotion, learning and development.
In May 2022, the FAA indicated that they were revisiting the decision to 7 Table of Contents certify all eVTOLs under Part 23 and would, instead, require certification under the “powered lift” classification. Based on the FAA’s revised certification requirements, we signed an updated G-1 certification basis in July 2022, which was published in the federal register in November 2022.
In May 2022, the FAA indicated that they were revisiting the decision to certify all eVTOLs under Part 23 and would, instead, require certification under the “powered lift” classification. Based on the FAA’s revised certification requirements, we signed an updated G-1 certification basis in July 2022, which was published in the federal register in March 2024.
We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea, Australia and the United Arab Emirates (“UAE”) to pursue 2 Table of Contents commercialization opportunities in those markets.
We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea, Australia, the Kingdom of Saudi Arabia, and the United Arab Emirates (“UAE”) to pursue commercialization opportunities in those markets.
Given our intent to both manufacture and operate our aircraft, we are developing a comprehensive, vertically-integrated, Enterprise Safety Management System (“SMS”), covering aircraft, manufacturing, operations, maintenance and flight training. Through the enterprise approach, SMS interfaces will facilitate the exchange of information to continuously improve the safety of our aircraft and operations.
Given our intent to both manufacture and operate our aircraft, we are developing a comprehensive, vertically-integrated, Enterprise Safety Management System (“SMS”) that covers aircraft design, manufacturing, global air operations, maintenance and training. Through the enterprise approach, SMS interfaces facilitate the exchange of information to continuously improve the safety of our aircraft and operations.
Across each of the important activities of high-volume manufacturing, go-to-market strategy and pre-certification operations, we have established strong collaborations and relationships with Toyota, Delta, Uber, SK Telecom and the DOD to help achieve our objectives and de-risk our commercial strategy.
Across each of the important activities of high-volume manufacturing, go-to-market strategy and pre-certification operations, we have established strong collaborations and relationships with Toyota, Delta, Uber, L3 Harris and the Department of Defense (“DOD”) to help achieve our objectives and de-risk our commercial strategy.
Our engineering and design standards are designed with the goal of operating in a safe, efficient, sustainable and compliant manner, and encourage us to be leaders in pursuing environmentally friendly production practices.
Our engineering and design standards are designed with the goal of operating in a safe, efficient, sustainable and compliant manner, and encourage us to be leaders in pursuing environmentally friendly production practices. This is demonstrated in our energy and waste management programs.
Additionally, in December 2024, we received our Part 141 Flight School Certificate for our Joby Aviation Academy pilot training program. In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations for eVTOL aircraft.
Additionally, in December 2024, we received our Part 141 Flight School Certificate for our Joby Aviation Academy pilot training program. In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations for eVTOL aircraft. We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate.
Business Model Our business model is based on capturing the most value through vertical integration. We believe it is an important part of our design, manufacturing and operations as it enables us to develop a more performant aircraft and tightly-integrated operations with a goal of long-term, durable margins.
We believe it is an important part of our design, manufacturing and operations as it enables us to develop a more performant aircraft and tightly-integrated operations with a goal of long-term, durable margins.
At the same time, Delta invested $60 million through a purchase of our common stock and also received warrants which, if exercised, could expand their total investment to $200 million.
At the same time, Delta invested $60 million through a purchase of our common stock and also received warrants which, if exercised, could expand their total investment to $200 million. In January 2026, Delta exercised 7,000,000 warrants at an exercise price of $10 per share.
As of January 17, 2025, we have over 270 issued or allowed patents (of which over 200 are U.S. filings) and over 215 pending patent applications (of which over 120 are U.S. filings). The patent portfolio is primarily related to eVTOL vehicle technology and UAM/aerial rideshare technology.
As of January 31, 2026, we have over 330 issued or allowed patents (of which over 230 are U.S. filings) and over 250 pending patent applications (of which over 160 are U.S. filings). The patent portfolio is primarily related to eVTOL vehicle technology and UAM/aerial rideshare technology.
We believe this will provide a best-in-class platform to funnel demand to our aerial ridesharing service, while allowing us to reduce customer acquisition costs in the early years of commercial operations.
Additionally, our collaboration agreement with Uber provides for the integration of our aerial ridesharing service into the Uber app across global markets. We believe this will provide a best-in-class platform to funnel demand to our aerial ridesharing service, while allowing us to reduce customer acquisition costs in the early years of commercial operations.
As of the date of this Annual Report, no closing have occurred under the stock purchase agreement. In addition to their substantial financial backing, Toyota engineers are working shoulder to shoulder with their Joby counterparts on a daily basis, collaborating on projects such as factory planning and layout, manufacturing process development and design for manufacturability.
In May 2025, Toyota invested the first $250 million contemplated under the purchase agreement. In addition to their substantial financial backing, Toyota engineers are working shoulder to shoulder with their Joby counterparts on a daily basis, collaborating on projects such as factory planning and layout, manufacturing process development and design for manufacturability.
We have also established relationships with infrastructure providers including fixed base operators of landing sites such as Atlantic Aviation, Helo Holdings, Inc. (“HHI”) and Skyports to facilitate infrastructure development in key markets. Additionally, we have long-standing relationships in research and development with federal government agencies as we evolved our design. Joby Aero, Inc.
We have also established relationships with infrastructure providers including fixed base operators and landing site partners such as Atlantic Aviation, Helo Holdings, Inc. (“HHI”) and Skyports to facilitate infrastructure development in key markets. Additionally, we have long-standing relationships with U.S. federal government agencies. Joby Aero, Inc. (“Legacy Joby”) was incorporated in Delaware on November 21, 2016.
We do not expect this would change our core focus on building a vertically integrated transportation company. We operate a powertrain and electronics engineering and manufacturing facility in San Carlos, California, as well as 130,000 square feet of additive and subtractive manufacturing, machining, aircraft assembly and flight test facilities in Marina, California.
We operate a powertrain and electronics engineering and manufacturing facility in San Carlos, California, as well as 130,000 square feet of additive and subtractive manufacturing, machining, aircraft assembly and flight test facilities in Marina, California.
These facilities are utilized to design, build and test the components, systems and assemblies for our aircraft as we refine our design and hone our production process. We believe that our California operations will both be able to support our initial low-rate production plans as well as serve as a testing and development facility for future innovations.
We believe that our California operations will both be able to support our initial low-rate production plans as well as serve as a testing and development facility for future innovations.
Over the past two decades, improvements in lithium-ion batteries and power electronics alongside the ever-increasing performance of microelectronics have enabled the development and deployment of new sustainable energy and transportation solutions. The success of electric ground vehicles has fueled continued investments in these technologies. Battery energy densities, in particular, have improved such that application to aviation is now practical.
Any solution to current and future transportation demands must embrace sustainability. Over the past two decades, improvements in lithium-ion batteries and power electronics alongside the ever-increasing performance of microelectronics have enabled the development and deployment of new transportation solutions. The success of electric ground vehicles has fueled continued investments in these technologies.
Our preparations for commercial passenger service include forming sector-leading relationships with partners such as Toyota, Uber, and Delta Air Lines, all of whom have invested in Joby, as well as global partners such as ANA Airlines in Japan and the Road and Transport Authority in Dubai.
Our preparations for commercial passenger service also includes forming sector-leading relationships with partners such as Toyota, Uber, and Delta Air Lines, each of whom have invested in Joby.
We encourage employee engagement through a variety of mechanisms including providing opportunities such as seminars and panel discussions, for our employees to gather and discuss topics that are important to them and to provide feedback on how we can better support their growth and career development We are focused on building support across all teams and individuals, ensuring everyone has a voice, and treats each other with respect.
We encourage employee engagement through a variety of mechanisms including seminars and panel discussions where our employees can gather and discuss topics that are important to them and provide feedback on how we can better support their growth and career development.
At the same time, we believe reductions in per aircraft costs driven by greater manufacturing scale will be able to support progressively lower pricing while maintaining similar per aircraft unit profitability.
At the same time, we believe reductions in per aircraft costs driven by greater manufacturing scale will be able to support progressively lower pricing to consumers while maintaining similar per aircraft unit profitability. As our networks expand and grow in utilization, their value is also expected to grow to produce enduring, long-term margins.
Fundamentally, an aerial mobility network is nodal vs. the path-based nature of ground mobility. Each new node added to the network adds connectivity to all the other nodes, whereas each new mile of road, rail, or tunnel only extends one single route by one mile.
Each new node added to the network adds connectivity to all the other nodes, whereas each new mile of road, rail, or tunnel only extends one single route by one mile. In a nodal network, a linear increase in the number of nodes leads to an exponential increase in the number of connections.
Advanced flight controls, including additional “pilot assist” features and, in time, fully-autonomous flight, may allow us to drive-down cost and lower customer pricing as well as relieve operational constraints to scaling our service.
We also believe that developments in advanced flight controls, battery technologies and alternative methods of energy storage could have a meaningful impact on our core mobility business. Advanced flight controls, including additional “pilot assist” features and, in time, fully-autonomous flight, may allow us to drive-down cost and lower customer pricing as well as relieve operational constraints to scaling our service.
While foreign certification in many countries leverages our work with the FAA, in some, such as the UAE, it may also provide a path to commercial operations prior to receiving certification in the United States. In November 2024, we completed our first international exhibition flight at Toyota’s Higashi-Fuji Technical Center in Shizuoka, Japan.
While foreign certification in many 4 Table of Contents countries leverages our work with the FAA, in some, such as the UAE, it may also provide a path to commercial operations prior to receiving certification in the United States.
Uber will also be reciprocally integrated into any future Joby Aviation mobile application on a non-exclusive basis to service the ground-based component of multi-modal journeys booked by customers through our application. The goal of this mutual integration is to ensure passengers can access a multi-modal travel experience, seamlessly transitioning from ground-to-air-to-ground with unified, one-click booking. Delta Air Lines, Inc.
Uber will also be reciprocally integrated into any future Joby Aviation mobile application on a non-exclusive basis to service the ground-based component of multi-modal journeys booked by customers through our application.
We intend to continue to build our intellectual property (“IP”) portfolio with respect to the technologies that we develop and refine. Charging We have developed proprietary charging infrastructure optimized for electric aircraft.
Over more than a decade of development, we have generated broad fundamental patents around the architecture of our aircraft and the core technologies that enable our best-in-class performance. We intend to continue to build our intellectual property (“IP”) portfolio with respect to the technologies that we develop and refine. Charging We have developed proprietary charging infrastructure optimized for electric aircraft.
Our high-rate production facility is planned for Dayton, Ohio where we purchased a 40,300 square foot facility in 2024 and have identified a separate 140-acre site that has the potential to support significant growth over time, with enough land to build over two million square feet of manufacturing space.
Our high-rate production facility is planned for Dayton, Ohio where we purchased a 40,300 square foot facility in 2024 and an additional 728,000 square foot facility in January 2026 that has the potential to support significant growth over time.
We are building a dedicated workforce to achieve this goal while aiming to adhere to best practices in risk assessment, mitigation and corporate governance.
We are building a dedicated workforce to achieve this goal while aiming to adhere to best practices in risk assessment, mitigation and corporate governance. Our Board of Directors and management team oversee the company’s strategy and programs as it relates to corporate responsibility topics.
While we anticipate our average journey to be around 25 miles, we believe the expected range and speed of our aircraft will allow us to service a more diverse set of passengers and trips, resulting in greater operational flexibility and reduced operating costs. 4 Table of Contents The end result is a transformational new electric aircraft that is uniquely capable of pioneering this exciting new market - all with a minimal environmental footprint.
Our aircraft demonstrates energy efficiency comparable to best-in-class electric ground vehicles. While we anticipate our average journey to be around 25 miles, we believe the expected range and speed of our aircraft will allow us to service a more diverse set of passengers and trips, resulting in greater operational flexibility and reduced operating costs.
Item 1. Business Overview We are developing an all-electric, vertical take-off and landing (“eVTOL”) air taxi which we intend to operate in cities around the world. Our mission is to help the world connect faster and more easily with the people and places that matter most by delivering a new form of clean, fast, quiet and convenient aerial transportation service.
Our mission is to help the world connect faster and more easily with the people and places that matter most by delivering a new form of clean, fast, quiet and convenient aerial transportation service.
We expect to continue to be involved in long-term activities to develop concepts and technologies (for example those led by the National Aeronautics and Space Administration (“NASA”) and the FAA) to further enable scaling towards mature and autonomous operations.
In the long term, digital clearance deliveries, airspace authorizations and automated coordination between service providers and operators may be required to further increase airspace scalability. We expect to continue to be involved in long-term activities to develop concepts and technologies (for example those led by NASA and the FAA) to further enable scaling towards mature and autonomous operations.
We refer to trips that integrate air and ground legs together as ‘multimodal.’ By building network management software that efficiently sequences multimodal trips, we believe we can provide substantial time savings to travelers while coordinating the development of optimally-located vertiport infrastructure.
Whether our service is accessed through our own platform, or through a partner app, we will integrate ground transportation providers for the first and last mile with our aerial service, providing a seamless, end-to-end travel experience. 8 Table of Contents We refer to trips that integrate air and ground legs together as ‘multimodal.’ By building network management software that efficiently sequences multimodal trips, we believe we can provide substantial time savings to travelers while coordinating the development of optimally-located vertiport infrastructure.
Additionally, we believe that other future technologies, such as hydrogen and solid-state batteries, have the potential to play an important role in decarbonizing flight in the longer term. 5 Table of Contents We believe that deploying a new type of aerial mobility network in cities represents an extensive market opportunity.
Battery energy densities, in particular, have improved such that application to aviation is now practical. Additionally, we believe that other future 7 Table of Contents technologies, such as hydrogen and solid-state batteries, have the potential to play an important role in decarbonizing flight in the longer term.
Department of Defense (“DOD”) in September 2023 and are targeting initial passenger operations in 2025 or 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
At the front-end, we are developing a convenient consumer app to deliver the first on-demand, aerial ridesharing service. We are targeting carrying our first passengers in 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
We expect that streamlining this experience will open up previously untapped sources of latent demand, much the same way that the development of modern jetliners unlocked demand for transatlantic travel. Leading investment banks and consulting firms have recently assessed the scale of this market.
In addition, the challenges associated with getting in and out of city centers can make frequent, casual travel impractical. We expect that streamlining this experience will open up previously untapped sources of latent demand, much the same way that the development of modern jetliners unlocked demand for transatlantic travel.
Today, more than fifty percent of the world’s approximately 8 billion people live in urban areas. Megacities, with 10 million people or more inhabitants, are home to a growing share of the world’s population, projected to reach 752 million people by 2030, according to the United Nations (“UN”).
Today, more than half of the world’s approximately 8.2 billion people live in urban areas. According to a report by the United Nations (“UN”), the number of Megacities (metropolitan areas with 10 million people or more inhabitants) has increased from 8 in 1975 to 33 in 2025 and is projected to rise to 37 by 2050.
As the density of air traffic increases, we believe there are opportunities to expand ground infrastructure and create air traffic efficiencies. Over time, we anticipate the importance of working with the FAA, local authorities and other stakeholders to identify and develop procedures along high demand routes to support increased scale and operational tempo.
Over time, we anticipate the importance of working with the FAA, local authorities and other stakeholders to identify and develop procedures along high demand routes to support increased scale and operational tempo. Constructs for operating along those routes may include specific airspace corridors like those outlined by the FAA.
Emerging technologies often benefit from positive network effects as the product or service enters the market, and we expect this to hold true for aerial ridesharing. As additional passengers enter the network, we expect utilization rates for our aircraft will increase, thereby improving unit economics and allowing costs to be amortized over a greater number of trips.
Joby Owned & Operated Air Taxi Service We plan to own and operate our aircraft in markets including the United States and Dubai. As additional passengers enter the network, we expect utilization rates for our aircraft will increase, thereby improving unit economics and allowing costs to be amortized over a greater number of trips.
Sizable Untapped Market Opportunity Developing sustainable mobility solutions is particularly critical and timely given the threat that climate change poses to our communities and to our planet. According to the U.S. Environmental Protection Agency (“EPA”), the top source of CO2 emissions in the U.S. is the transportation sector. Any solution to current and future transportation demands must embrace sustainability.
These ground-based networks cannot scale efficiently, and the costs are prohibitive. We believe that cities need a new, sustainable mobility solution. Sizable Untapped Market Opportunity Developing sustainable mobility solutions is particularly critical and timely. According to the U.S. Environmental Protection Agency (“EPA”), the top source of CO2 emissions in the U.S. is the transportation sector.
According to a 2021 report by Morgan Stanley, the urban air mobility sector's total addressable market is projected to reach $1 trillion globally by 2040. While this may initially reflect replacement of loud, carbon-fuel focused transportation with clean energy eVTOL options, we believe additional use cases and applications will emerge as the market evolves.
While this may initially reflect replacement of loud, carbon-fuel focused transportation with clean energy eVTOL options, we believe additional use cases and applications will emerge as the market evolves. Business Model Our business model is based on capturing the most value through vertical integration.
First, through our 2021 acquisition of Elevate we were able to welcome experienced team members from Uber, along with a set of software tools focused on planning and operations the Elevate team had developed over several years.
Through our 2021 acquisition of Elevate we welcomed experienced team members from Uber and acquired a set of software tools focused on planning and operations the Elevate team had developed over several years. We believe this positions us to make uniquely informed, data-driven decisions in the lead up to commercial launch, as well as accelerating our operational readiness.
Transportation is the life-blood of urban areas, and population growth combined with increased urbanization will continue to push this infrastructure to the brink. According to a 2021 report, the cost of traffic congestion to the U.S. economy alone was more than $190 billion in 2019.
Transportation is the life-blood of urban areas, and population growth combined with increased urbanization will continue to push this infrastructure to the brink. According to a 2025 urban mobility report, Americans lost an average of 63 hours to traffic delays in 2024 (the highest level ever measured), and national congestion costs approximately $269 billion annually.
We will need to comply with these SFARs as we add our aircraft to our Part 135 operating 8 Table of Contents certificate. If there are other changes or revisions to the SFARs or other applicable regulations, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
If there are other changes or revisions to the SFARs or other applicable regulations, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service. Our operations may become subject to additional federal, state and local requirements in the future.
The innovations that we’ve produced to deliver this best-in-class performance are supported by extensive proprietary intellectual property and defended by a robust patent portfolio. Over more than a decade of development, we have generated broad fundamental patents around the architecture of our aircraft and the core technologies that enable our best-in-class performance.
The end result is a transformational new electric aircraft that is uniquely capable of pioneering this exciting new market - all with a minimal environmental footprint. The innovations that we’ve produced to deliver this best-in-class performance are supported by extensive proprietary intellectual property and defended by a robust patent portfolio.
Our operations may become subject to additional federal, state and local requirements in the future. Airspace Integration The aircraft has been designed to be operated within the existing airspace rules and regulations with a qualified pilot in command onboard the aircraft.
Airspace Integration The aircraft has been designed to be operated within the existing airspace rules and regulations with a qualified pilot in command onboard the aircraft. As the density of air traffic increases, we believe there are opportunities to expand ground infrastructure and create air traffic efficiencies.
Air Force In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft from the USAF, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program. Our multi-year relationship with the USAF and other U.S.
In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft from the USAF.
With local support from California state incentives and grants, we have begun construction of a new building at our Marina site to support manufacturing and training that will double the footprint of that location.
With local support from California state incentives and grants, in 2025, we completed construction of a new 226,000 square foot building at our Marina site to support manufacturing and training. These facilities are utilized to design, build and test the components, systems and assemblies for our aircraft as we refine our design and hone our production processes.
As of January 31, 2025, we had 2,029 employees. None of our employees are represented by a labor union.
We are focused on building support across all teams and individuals, ensuring everyone has a voice, and treats each other with respect. As of January 31, 2026, we had 2,559 employees. None of our employees are represented by a labor union.
Corporate responsibility topics such as environmental impact, building a sustainable workforce and strong governance practices are overseen by the Nominating and Corporate Governance Committee and the Compensation Committee of our Board of Directors in addition to our management team.
At the board level, this specifically includes our Nominating and Corporate Governance Committee and the Compensation Committee of our Board of Directors. Topics range from the Company’s environmental impact, talent management and workforce development, and corporate governance practices.
As our U.S.-based manufacturing footprint grows, we strive to source renewable electricity for all primary facilities in the most cost effective manner, further reducing our manufacturing impact. In 2023, we also expanded two recycling programs for the manufacturing processes.
Our Sustainability team works closely with our operating units and Facilities teams to measure our energy consumption, identify reduction opportunities and implement energy efficiency measures. We strive to source renewable electricity for all primary facilities in the most cost effective manner, further reducing our manufacturing impact.
We may make select investments to address these market adjacencies over time. We also believe that developments in advanced flight controls, battery technologies and alternative methods of energy storage could have a meaningful impact on our core mobility business.
Future Market Opportunities We believe there are opportunities to address markets that are adjacent to our core mobility business, including delivery and logistics, communications, and emergency services. We may make select investments to address these market adjacencies over time.
In 2024, we were accepted into the FAA Voluntary SMS for Air Operations. • Quiet : Developing an aircraft with a low noise footprint that allows for regular operations within metropolitan areas is critical to community acceptance.
Our commitment to safety has been further validated by an independent, internationally recognized safety audit certification (IS-BAO Stage 2) qualification for our commercial air operations, demonstrating our adherence to internationally recognized aviation safety best practices and our dedication to continuous improvement. 6 Table of Contents • Quiet : Developing an aircraft with a low noise footprint that allows for regular operations within metropolitan areas is critical to community acceptance.
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Shortly thereafter, in December 2024, we completed a series of flight tests in Korea as part of the K-UAM Grand Challenge. We do not currently intend to sell our aircraft to independent third parties or individual customers as a primary business model.
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Item 1. Business Overview We have spent more than a decade designing and testing a piloted, all-electric, vertical take-off and landing (“eVTOL”) air taxi which we intend to operate in cities around the world.
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Instead, we plan to manufacture, own and operate our aircraft ourselves, building a vertically integrated transportation company that will deliver transportation services to customers, including government agencies such as the U.S. Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We began initial service operations with the U.S.
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We intend to operate air taxi services both directly and through strategic partnerships, while also pursuing aircraft sales to distributors and expanding into defense and other specialized markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile tariffs have not had a material impact on our business, financial condition or results of operations to date, new tariffs could increase the costs of raw materials and other goods, both for us and our suppliers, which could impact our business, particularly as we begin to scale our manufacturing operations.
Biggest changeWhile tariffs have not had a material impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time, new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, and could make it difficult to source certain materials or components on which we rely for our production and certification efforts.
As a manufacturer of electric aircraft, we face a variety of added barriers to entry including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteries and unproven customer demand for a fully electric aerial mobility service.
As a manufacturer of electric aircraft, we face a variety of added barriers to entry including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteries, and unproven customer demand for a fully electric aerial mobility service and aircraft.
Any failure to timely and effectively resolve any such errors or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand. We may be unable to reduce end-user pricing at rates sufficient to drive expected growth for our service.
Any failure to timely and effectively resolve any such errors or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand. We may be unable to reduce end-user pricing at rates sufficient to drive growth for our service.
The loss of any of the members of our senior management team or other highly skilled personnel, or our inability to hire, train, and retain qualified pilots and mechanics could harm our business and prevent us from implementing our growth plans. Our business may be adversely affected by union activities.
The loss of members of our senior management team or other highly skilled personnel, or our inability to hire, train, and retain qualified pilots and mechanics could harm our business and prevent us from implementing our growth plans. Our business may be adversely affected by union activities.
If our estimates are inaccurate regarding factors such as production volumes, utilization rates, demand elasticity, operating conditions, deployment volumes, production costs, indirect cost of goods sold, landing fees, charging fees, electricity availability and/or other operating expenses, or if technology such as aerial and ground-based autonomy fails to develop, mature or be commercially available within the periods we expect, we may be unable to offer our service at pricing that is sufficiently compelling to bring about the local network effects that we are predicting and may have an adverse impact on our business, financial condition and results of operations.
If our estimates are inaccurate regarding factors such as production volumes, utilization rates, demand elasticity, operating conditions, deployment volumes, production costs, cost of goods sold, landing fees, charging fees, electricity availability and/or other operating expenses, or if technology such as aerial and ground-based autonomy fails to develop, mature or be commercially available within the periods we expect, we may be unable to offer our service at pricing that is sufficiently compelling to bring about the local network effects that we are predicting, and this may have an adverse impact on our business, financial condition and results of operations.
There is also a complex patchwork of federal, regional and municipal regulatory considerations applicable to asset management and property development in general, and aviation assets and infrastructure in particular. Applicable regulations can vary widely by locality.
There is also a complex patchwork of federal, regional and municipal regulatory considerations applicable to asset management and property development in general, and aviation assets and infrastructure in particular. These regulations can vary widely by locality.
Any actual or perceived non-compliance could result in litigation and proceedings against us by governmental entities, passengers, or others, which could result in fines, civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our platform in certain jurisdictions, negative publicity and harm to our brand and reputation, which could have a material adverse effect on our business, financial condition or results of operations.
Any actual or perceived non-compliance could result in litigation and proceedings against us by governmental entities, passengers, or others, which could result in fines, penalties, limited ability or inability to operate our business, offer services, or market our platform in certain jurisdictions, negative publicity and harm to our brand and reputation, which could have a material adverse effect on our business, financial condition or results of operations.
Additionally, we may not be able to obtain necessary permits and approvals and to make necessary infrastructure changes to enable adoption of our aircraft, such as installation of charging equipment.
We may not be able to obtain necessary permits and approvals to make necessary infrastructure changes to enable adoption of our aircraft, such as installation of charging equipment.
The market for our common stock may continue to be influenced by events or occurrences including: changes to the regulations that impact our business or adverse decisions by regulators; our ability to develop the market we expect for UAM services, whether due to competition, market acceptance, performance, pricing or other factors; manufacturing and operational challenges; our failure to meet financial projections or manage our cash; actions by shareholders, including the sale of a large volume of shares or campaigns by activist investors or short-sellers; actions taken by our competitors; and public perception of our business and our industry as a whole.
The market for our common stock may continue to be influenced by events or occurrences including: changes to the regulations that impact our business or adverse decisions by regulators; our ability to develop the market we expect for UAM services, whether due to competition, market acceptance, performance, pricing or other factors; manufacturing and operational challenges; our failure to meet financial projections or manage our cash; 30 Table of Contents actions by shareholders, including the sale of a large volume of shares or campaigns by activist investors or short-sellers; actions taken by our competitors; and public perception of our business and our industry as a whole.
In particular, we intend for our aerial ridesharing service to be economically accessible to a broad segment of the population and appeal to the customers of ground-based ridesharing services, taxis, and other methods of transportation. Reducing end-user pricing is dependent on accurately estimating the unit economics of our aircraft and the corresponding service.
In time, we intend for our aerial ridesharing service to be economically accessible to a broad segment of the population and appeal to the customers of ground-based ridesharing services, taxis, and other methods of transportation. Reducing end-user pricing is dependent on accurately estimating the unit economics of our aircraft and the corresponding service.
Specifically, conflicts with Toyota Motor Corporation may adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. and Delta Air Lines may adversely impact our ability to successfully launch and maintain our consumer-facing UAM services. Conflicts with foreign partners may adversely impact our ability to scale operations outside the U.S. effectively.
Specifically, conflicts with Toyota Motor Corporation could adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. and Delta Air Lines could adversely impact our ability to successfully launch and maintain our consumer-facing UAM services. Conflicts with foreign partners could adversely impact our ability to scale operations outside the U.S. effectively.
Any actual or alleged security breaches or alleged violations of federal, state, or foreign laws or regulations relating to privacy and data security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management’s attention from operations; deter customers from using our services; damage our brand and reputation; force us to cease operations for some length of time; and materially adversely affect our business, results of operations, and financial condition.
Any actual or alleged security breaches or alleged violations of federal, state, or foreign laws or regulations relating to privacy and data security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management’s attention from operations; deter customers from using our services; damage our brand and reputation; force us to cease 28 Table of Contents operations for some length of time; and materially adversely affect our business, results of operations, and financial condition.
Additionally, our manufacturing operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties. Furthermore, there is an increasing focus on environmental disclosure and regulation at the local, state and federal levels.
Additionally, our manufacturing operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties. Furthermore, there is an increasing focus on environmental disclosure and regulation at the local, state and international levels.
An accident or incident involving either our aircraft or a competitor’s aircraft while these opinions are being formed could have a disproportionate impact on the longer-term view of the emerging UAM market. Additionally, adverse publicity stemming from actual or alleged behavior of any of our employees or third-party contractors could expose us to significant reputational harm and potential legal liability.
An accident or incident involving either our aircraft or a competitor’s aircraft while these opinions are being formed could have a disproportionate impact on the longer-term view of the emerging UAM market. 21 Table of Contents Additionally, adverse publicity stemming from actual or alleged behavior of any of our employees or third-party contractors could expose us to significant reputational harm and potential legal liability.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will lose protection for 23 Table of Contents failing to comply with all procedural, documentary, payment, and other obligations during the patent prosecution process.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will lose protection for failing to comply with all procedural, documentary, payment, and other obligations during the patent prosecution process.
Our business and our brand will be affiliated with these third-party ground operators, and we may experience harm to our reputation if they suffer from financial instability, poor service, negative publicity, accidents, or safety incidents which could have an adverse impact on our business, financial condition and results of operations.
Our business 19 Table of Contents and our brand will be affiliated with these third-party ground operators, and we may experience harm to our reputation if they suffer from financial instability, poor service, negative publicity, accidents, or safety incidents which could have an adverse impact on our business, financial condition and results of operations.
Any such security incident, including those resulting from cybersecurity attacks, phishing attacks, unauthorized access or usage, virus or similar breach or disruption could result in the loss, destruction, alteration or disclosure of this data, which could damage our reputation and lead to litigation, regulatory investigations, or other 24 Table of Contents liabilities.
Any such security incident, including those resulting from cybersecurity attacks, phishing attacks, unauthorized access or usage, virus or similar breach or disruption could result in the loss, destruction, alteration or disclosure of this data, which could damage our reputation and lead to litigation, regulatory investigations, or other liabilities.
If any of these new or improved controls and systems, or the existing systems and third-party software applications that we rely on for financial reporting, do not perform as expected, we may experience further deficiencies in our controls and we may not be able to meet our financial reporting obligations.
If any of these new or improved controls and systems, or the existing systems and third-party 26 Table of Contents software applications that we rely on for financial reporting, do not perform as expected, we may experience further deficiencies in our controls and we may not be able to meet our financial reporting obligations.
We may incur significant costs to address any performance issues, or if not detected or addressed, such issues could negatively impact our business, financial condition, operating results and prospects. We expect to introduce new and additional features and capabilities to the aircraft and our service over time.
We may incur significant costs to address any performance issues, or if not detected or addressed, such issues could negatively impact our business, financial condition, operating results and prospects. We expect to introduce new and additional features and capabilities to the aircraft and our service over time through block upgrades.
The success of our business is dependent, in part, on the utilization rate of our aircraft, and reductions in utilization 18 Table of Contents will adversely impact our financial performance, cause passenger dissatisfaction and may have an adverse impact on our business, financial condition and results of operations. Aircraft and Production Our aircraft may fail to achieve performance expectations.
The success of our business is dependent, in part, on the utilization rate of our aircraft, and reductions in utilization will adversely impact our financial performance, cause passenger dissatisfaction and may have an adverse impact on our business, financial condition and results of operations. Aircraft and Production Our aircraft may fail to achieve performance expectations.
While we believe we are uniquely qualified to participate in future initiatives, 20 Table of Contents particularly those related to autonomous flight and hybrid aircraft, there can be no guarantees of our ability to negotiate and secure additional contracts in these areas.
While we believe we are uniquely qualified to participate in future initiatives, particularly those related to autonomous flight and hybrid aircraft, there can be no guarantees of our ability to negotiate and secure additional contracts in these areas.
Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, could result in capacity constraints during peak travel periods or adverse weather conditions, resulting in delays and disruptions to our service.
Weaknesses in the NAS and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, could result in capacity constraints during peak travel periods or adverse weather conditions, resulting in delays and disruptions to our service.
If our competitors commercialize their technology before us, or if we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. 17 Table of Contents If we are unable to integrate our service with ground transportation services it may limit customer adoption and harm our business.
If our competitors commercialize their technology before us, or if we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. If we are unable to integrate our service with ground transportation services it may limit customer adoption and harm our business.
In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type design ( e.g. , type certificate). Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of aircraft production.
In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type certificate. Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of aircraft production.
We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary.
We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate or circumvented, and unauthorized parties may attempt to copy or misuse aspects of our intellectual property, or otherwise improperly obtain and use information that we regard as proprietary.
While we have performed extensive testing, in some instances we are still relying on projections and models to validate the expected performance of our aircraft. To date, we have been unable to validate the performance of our aircraft over the expected lifetime of the aircraft.
While we have performed extensive testing, in some instances we are still relying on projections and models to validate the 20 Table of Contents expected performance of our aircraft. To date, we have been unable to validate the performance of our aircraft over the expected lifetime of the aircraft.
Our Santa Cruz testing facilities, in particular, are located in an area that is at high risk due to wildfire. These facilities are also subject to a 25 Table of Contents risk of closure due to zoning and permitting issues.
Our Santa Cruz testing facilities, in particular, are located in an area that is at high risk due to wildfire. These facilities are also subject to a risk of closure due to zoning and permitting issues.
We also have not yet received FAA certification of our aircraft or other required airspace or operational authority and approvals, which are essential to operate our service, and for aircraft production and operation. 16 Table of Contents Our pre-certification operations may also reveal issues with our aircraft, which could result in certification delays.
We also have not yet received FAA certification of our aircraft or other required airspace or operational authority and approvals, which are essential to operate our service, and for aircraft production and operation. Our pre-certification operations may also reveal issues with our aircraft design, which could result in certification delays.
While our aircraft is designed to operate in the National Airspace System under existing rules, our business at scale will likely require airspace allocation for UAM operations and could result in regulatory changes.
While our aircraft is designed to operate in the NAS under existing rules, our business at scale will likely require airspace allocation for UAM operations and could result in regulatory changes.
If such conflicts arise it may adversely affect our business, financial condition and results of operations. We may invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.
If such conflicts arise, it could adversely affect our business, financial condition and results of operations. 27 Table of Contents We may invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.
No assurance can be given that any agreement we may reach will achieve our goals or be on terms that prove to be economically or strategically beneficial to us. Such adverse developments, including any failure to close one or both of the tranches of the Toyota Investment, could adversely impact our business, financial condition, results of operations and liquidity.
No assurance can be given that any agreement we may reach will achieve our goals or be on terms that prove to be economically or strategically beneficial to us. Such adverse developments, including any failure to close the second tranche of the Toyota Investment, could adversely impact our business, financial condition, results of operations and liquidity.
These activities are or may become regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly restrictive.
These activities are regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly restrictive.
We may have experienced ownership changes in the past and may experience 22 Table of Contents ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control).
We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control).
The Toyota Investment is subject to closing conditions, including conditions beyond our control, and no assurance can be given that closing will take place on the timeline currently anticipated or at all. Any failure to close one or both of the tranches of the Toyota Investment could adversely impact our future liquidity and our financial condition.
The Toyota Investment is subject to closing conditions, including conditions beyond our control, and no assurance can be given that the second tranche closing will take place on the timeline currently anticipated or at all. Any failure to close the second tranche of the Toyota Investment could adversely impact our future liquidity and our financial condition.
We are also pursing certification of our aircraft and approval to operate our services in other countries.
We are also pursuing certification of our aircraft and approval to operate our services in other countries.
We incurred net losses of $608.0 million, $513.1 million and $258.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results.
We incurred net losses of $929.8 million, $608.0 million and $513.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results.
We may not be able to ensure that our plans for new service can be implemented in a commercially viable manner given present landing fee structures and infrastructure constraints, including those imposed by inadequate facilities at desirable locations and increasingly congested airports and heliports. Access to these facilities may be prohibitively expensive, unavailable, or may be inconsistent with our projections.
We may not be able to ensure that our plans can be implemented in a commercially viable manner given present landing fee structures and infrastructure constraints, including those that may exist at desirable locations and increasingly congested airports and heliports. Access to these facilities may be prohibitively expensive, unavailable, or may be inconsistent with our projections.
Our reputation may be harmed by the broader industry, and customers may not differentiate our services from our competitors. Passengers and other stakeholders may not differentiate between us and the broader aviation industry or, more specifically, the UAM service industry.
Customers may not differentiate our services from our competitors. Passengers and other stakeholders may not differentiate between us and the broader aviation industry or, more specifically, the UAM service industry.
Our services will also involve the storage, processing and transmission of our customers’ data, including personal and financial information. We also engage third-party service providers to store and process this data.
The services of our Blade subsidiary involve, and our planned air taxi services will also involve the storage, processing and transmission of our customers’ data, including personal and financial information. We engage third-party service providers to store and process this data.
Our prospects may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services, including changes resulting from the COVID-19 pandemic. Our business is primarily concentrated on UAM services, which we expect may be vulnerable to changes in consumer preferences, discretionary spending and other market changes.
Our prospects may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services. Our business is primarily concentrated on UAM services, which we expect may be vulnerable to changes in consumer preferences, discretionary spending and other market changes.
In addition, any changes to the National Airspace System, as a result of privatization or otherwise, could increase the costs to operate our service.
In addition, any changes to the NAS, as a result of privatization or otherwise, could increase the costs to operate our service.
These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could reduce the market price of our common stock. As of February 15, 2025, there were approximately 151,890,585 shares subject to the Major Company Equityholders Lock-Up Agreement.
These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could reduce the market price of our common stock. As of February 15, 2026, there were approximately 75,945,303 shares subject to the Major Company Equityholders Lock-Up Agreement.
The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement.
The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement. The first tranche closing occurred in May 2025.
While our efforts to hire key personnel have generally been successful overall, the markets in which we operate are generally characterized by high levels of competition for skilled employees. We have in the past, and may in the future, experience delays in filling certain positions.
While our efforts to hire key personnel have generally been successful overall, the markets in which we operate are generally characterized by high levels of competition for skilled employees. We have in the past, and may in the future, experience delays in filling certain positions. For example, our Chief Financial Officer resigned in December 2024, for personal reasons.
Given the great discretion the government has in issuing or denying such authorizations, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other regulatory approvals which may have an adverse impact on our business, financial condition and results of operations. 15 Table of Contents In addition, the global economy has recently seen a rise in tariffs and threats of tariffs.
Given the great discretion the government has in issuing or denying such authorizations, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other regulatory approvals which may have an adverse impact on our business, financial condition and results of operations.
Changes in government regulation could increase our operating costs or extend our certification timeline. Aerospace manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. In May 2022, the FAA decided to certify eVTOLs under the “powered lift” classification, rather than existing Part 23 requirements for Normal Category Airplanes.
Aerospace manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. In May 2022, the FAA decided to certify eVTOLs under the “powered lift” classification, rather than existing Part 23 requirements for Normal Category Airplanes.
As a result, the number of potential passengers using our services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our targeted markets. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
As a result, the number of potential passengers using our services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our targeted markets.
The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities, whether in our proprietary code or any third-party software on which we rely, could result in negative publicity, a loss of users or revenue, access or other performance issues, security incidents, or other liabilities.
Any errors or vulnerabilities, whether in our proprietary code or any third-party software on which we rely, could result in negative publicity, a loss of users or revenue, access or other performance issues, security incidents, or other liabilities.
Government Contracts and Pre-Certification Operations The U.S. government may modify or terminate one or more of our existing contracts. The U.S. government may modify or terminate its contracts with us, without prior notice and at its convenience.
Government Contracts and Pre-Certification Operations The U.S. government may modify or terminate one or more of our existing contracts. The U.S. government may modify or terminate its contracts with us, without prior notice and at its convenience. In addition, funding may be reduced or withheld as part of the annual U.S.
However, there can be no assurance that our insurance will be sufficient to cover all potential claims or that present levels of coverage will be available in the future at reasonable cost or at all.
We believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that our insurance will be sufficient to cover all potential claims or that present levels of coverage will be available in the future at reasonable cost or at all.
Our inability to obtain sufficient access to the National Airspace System or to comply with any regulatory changes could 14 Table of Contents increase our costs and pricing of our services, which could reduce demand and have an adverse impact on our business, financial condition and results of operations.
Our inability to obtain sufficient access to the NAS or to comply with any regulatory changes could increase our costs and pricing of our services, which could reduce demand and have an adverse impact on our business, financial condition and results of operations. 16 Table of Contents Changes in government regulation could increase our operating costs or extend our certification timeline.
The final terms of such definitive agreements are not yet established and the negotiation and execution of such agreements may take longer than expected or may not be possible to accomplish on terms acceptable to us, or at all.
For example, certain closing conditions require us and Toyota to successfully negotiate and enter into definitive agreements. The final terms of such definitive agreements are not yet established and the negotiation and execution of such agreements may take longer than expected or may not be possible to accomplish on terms acceptable to us, or at all.
We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers, and work stoppages or strikes organized by such unions could delay the manufacture of our aircraft or disrupt our operations, which could have a material adverse impact on our business, financial condition or operating results. 26 Table of Contents Additional Risks Related to Ownership of Our Common Stock The price of our common stock has been and may continue to be volatile.
We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers, and work stoppages or strikes organized by such unions could delay the manufacture of our aircraft or disrupt our operations, which could have a material adverse impact on our business, financial condition or operating results.
If the public does not perceive UAM as beneficial, or chooses not to adopt UAM then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect.
If the public does not perceive UAM as beneficial, chooses not to adopt this new form of mobility, or is unwilling to pay the prices we project for our services, then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect.
As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. 27 Table of Contents If we are deemed to be an investment company under the Investment Company Act of 1940, our results of operations could be harmed.
As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
The second tranche is subject to conditions including, but not limited to: (i) the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by us and Toyota; (ii) the approval of the Charter Amendment by our stockholders at our annual meeting in 2025; and (iii) certain other customary closing conditions.
The second tranche is subject to conditions including, but not limited to the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by us and Toyota and certain other customary closing conditions.
There may be reluctance by consumers to adopt this new form of mobility, or unwillingness to pay our projected prices. Our growth is highly dependent upon consumer adoption of an entirely new form of mobility offered by eVTOL aircraft and the UAM market.
Market & Service The market for UAM has not been established with precision. Customers may be reluctant to adopt this new form of mobility, or to pay our projected prices. Our growth is highly dependent upon consumer adoption of an entirely new form of mobility offered by eVTOL aircraft and the UAM market.
We may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions.
Further, obtaining and maintaining patent, copyright, trademark, and other intellectual property protections can be costly. We may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions.
We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, for which we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
We cannot accurately predict the materiality of any potential losses or costs associated with the effects of climate change. 29 Table of Contents We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, for which we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
Debt financing, if available, may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future.
Any debt financing, if available, may involve restrictive covenants that could reduce our operational flexibility or profitability and may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future.
The price of our common stock has been volatile and will likely continue to fluctuate due to a variety of factors. The stock market in general, and the market for pre-revenue technology companies in particular, has had and may continue to have significant price and volume fluctuations.
The stock market in general, and the market for pre-revenue technology companies in particular, has had and may continue to have significant price and volume fluctuations.
Additional laws in these areas, if enacted, could be difficult or costly to comply with. We maintain general liability insurance, aviation flight testing insurance, aircraft liability coverage, directors and officers (“D&O”) insurance, and other insurance policies, and we believe our level of coverage is customary in the industry and adequate to protect against claims.
Additional laws in these areas, if enacted, could be difficult or costly to comply with. We maintain general liability insurance, aviation flight testing insurance, aircraft liability coverage, directors and officers (“D&O”) insurance, and other insurance policies, and in some cases, we self-insure where we believe it is appropriate to do so.
Failure to comply with these requirements or secure necessary approvals could negatively impact our business, financial condition and operating results. Risks Related to Our Finances and Operations We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability. We have incurred significant losses since inception.
Any of the foregoing risks could harm our business, financial condition, and results of operations. 24 Table of Contents Risks Related to Our Finances and Operations We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability. We have incurred significant losses since inception.
Even if we are successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies and have an adverse impact on our business, financial condition and results of operations.
Even if we are successful, regulatory authorities may subject us to new rules or restrictions that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.
We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such effects. We cannot accurately predict the materiality of any potential losses or costs associated with the effects of climate change.
We could incur significant costs to improve the resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such effects.
For example, we plan to initially operate under VFR only, and then add the ability to operate under IFR pursuant to block upgrade to the aircraft. We may be unable to develop or certify these upgrades in a timely manner or at all which may have an adverse impact on our business, financial condition and results of operations.
We may be unable to develop or certify these upgrades in a timely manner or at all which may have an adverse impact on our business, financial condition and results of operations. We may not be able to produce aircraft in the volumes and on the timelines we project.
We will be subject to rapidly changing and increasingly restrictive laws, regulations and other obligations relating to privacy, data protection, and data security, which may be costly and difficult to comply with. We will be collecting, using, and disclosing personal information of passengers and others in the course of operating our business.
We are subject to rapidly changing and increasingly restrictive laws, regulations and other obligations relating to privacy, data protection, and data security, which may be costly and difficult to comply with.
While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments.
While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing new technologies, services, products and offerings. For example, our subsidiary, H2FLY, is working on the development of an optimized fuel cell system for hydrogen-electric aircraft.
The global economy has in the past, and will in the future, experience periods of economic instability, inflation and recession, such as the financial impact of the global COVID-19 pandemic. During such periods, passengers may reduce overall spending on discretionary purchases.
The global economy has in the past, and will in the future, experience periods of economic instability, inflation and recession. During such periods, passengers may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for our services, which could adversely impact our business, financial condition and results of operations.
Although the accident did not have a significant impact on our business operations or certification timing, any other such occurrence in the future could negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch. 19 Table of Contents Operating aircraft is subject to various risks, and we expect demand for our aerial ridesharing services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft.
Although the accident did not have a significant impact on our business operations or certification timing, any other such occurrence in the future could negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch.
As of December 31, 2024, Joby had approximately $817.6 million and $156.2 million of federal and state net operating loss carryforwards (“NOLs”) and $101.6 million and $66.6 million federal and state research and development tax credits.
As of December 31, 2025, Joby had approximately $1,662.0 million and $601.0 million of federal and state net operating loss carryforwards (“NOLs”) and $105.1 million and $60.0 million federal and state research and development tax credits.
Contracts with the U.S. government are also subject to a variety of other requirements and risks including government reviews, audits, investigations, False Claims Act cases, suspension and debarment as well as other legal actions and proceedings that generally do not apply to purely commercial contracts. In addition, transactions involving government contractors may be subject to government review and approvals.
Compliance costs attributable to current or future regulations such as these could negatively impact our financial condition and operating results. 22 Table of Contents Contracts with the U.S. government are also subject to a variety of other requirements and risks including government reviews, audits, investigations, False Claims Act cases, suspension and debarment as well as other legal actions and proceedings that generally do not apply to purely commercial contracts.
We may experience difficulty in developing the applications necessary to operate the business, including the customer-facing application. The software underlying the application will be complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released.
The software underlying the application will be complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities.
We may not be able to produce aircraft in the volumes and on the timelines we project. There are significant challenges associated with producing aircraft in the volumes that we are projecting. Our manufacturing facility and processes remain in the prototype stage.
There are significant challenges associated with producing aircraft in the volumes that we are projecting. Our manufacturing facility and processes are in the early pre-type-certification production stage.
Our service is dependent on recruiting and retaining qualified pilots and mechanics, either or both of which may be difficult due to the corresponding personnel shortages. We compete against airlines and other air mobility and transportation services for pilots and other skilled labor, some of which will offer wages or benefit packages exceeding ours.
We compete against airlines and other air mobility and transportation services for pilots and other skilled labor, some of which will offer wages or benefit packages exceeding ours.
The intellectual property rights we own or license may not provide competitive advantages and could be challenged or circumvented by our competitors. Further, obtaining and maintaining patent, copyright, and trademark protection can be costly.
In addition, we accept government funding for the development of some intellectual property which may result in the government obtaining some rights in our intellectual property. The intellectual property rights we own or license may not provide competitive advantages and could be challenged or circumvented by our competitors.
Any delay in the financing, design, manufacture and commercial release of our aircraft, which are often experienced by aircraft manufacturers, could materially damage our brand, business, prospects, financial condition and operating results.
Although the accident did not have a significant impact on our business operations or certification timing, any similar event occurring closer in time to the launch of our commercial service could result in significant delays. 18 Table of Contents Any delay in the financing, design, manufacture and commercial release of our aircraft, which are often experienced by aircraft manufacturers, could materially damage our brand, business, prospects, financial condition and operating results.
We may experience delays and difficulties in satisfying the conditions for closing on either or both of the tranches of the Toyota Investment, and no assurance can be given that closing will take place on the timeline currently anticipated or at all.
The agreements to be entered into in connection with such conditions are subject to the receipt of regulatory approvals, the parties negotiating and entering into definitive agreements and the conditions included within the applicable definitive documents. 25 Table of Contents We may experience delays and difficulties in satisfying the conditions for closing the second tranche of the Toyota Investment, and no assurance can be given that closing will take place on the timeline currently anticipated or at all.
If we fail to attract passengers, deliver sufficient value to our passengers, or accurately predict demand and price sensitivity, it would harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our service. We may face delays in launching our commercial service.
If we fail to attract passengers, deliver sufficient value to our passengers, or accurately predict demand and price sensitivity, it could materially adversely affect our business, financial condition and results of operations. We may face delays in launching our commercial service.
Our competitors or third parties may not comply with the terms of these agreements, and we may not be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. In addition, we accept government funding for the development of some intellectual property which may result in the government obtaining some rights in our intellectual property.
Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours. Our competitors or third parties may not comply with the terms of these agreements, and we may not be able to successfully enforce such agreements or obtain sufficient remedies if they are breached.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe committee meets at least annually with our Head of Information Technology, who provides a report on the Company’s current risk assessment as well as mitigation efforts. The Audit Committee also periodically updates the Board of Directors on risk matters. Keith Moss, our Head of Information Technology, oversees our cybersecurity and information security program.
Biggest changeGovernance The Audit Committee of our Board of Directors is primarily responsible for oversight of the Company’s risk assessment and risk management, including cybersecurity risks. The committee meets at least annually with our Head of Information Technology, who provides a report on the Company’s current risk assessment as well as mitigation efforts.
In addition, we have established an Information Security Awareness Program focused of several areas: • Formal training on topics such as phishing each month; • During Cyber Security Awareness month we provide additional training on topics like IT Policy, access management, and effective password management; • Company-wide informal training through lunch & learn sessions and department meetings; • Tabletop exercises with key personnel during which we simulate cybersecurity threats to test our capabilities and continually improve our response protocols.
In addition, we have established an Information Security Awareness Program focused on several areas: • Formal training on topics such as phishing each month; • During Cyber Security Awareness month we provide additional training on topics like IT Policy, access management, and effective password management; • Company-wide informal training through lunch & learn sessions and department meetings; • Tabletop exercises with key personnel to simulate cybersecurity threats, test our capabilities, and enhance our incident response protocols. 32 Table of Contents We are actively engaged with the Aviation Information Sharing and Analysis Center (ISAC) which gathers, analyzes and shares information to combat cyber-related threats and weaknesses.
As risks are identified, we implement a variety of measures to manage and mitigate these risks such as firewalls, intrusion detection processes/systems, and vulnerability management. We have a Cyber Defense Center that utilizes incident response plans and various tools such as Splunk and Crowdstrike to respond and recover from cyber incidents.
As risks are identified, we implement a variety of measures to manage and mitigate these risks such as firewalls, phishing detection and remediation, intrusion detection processes/systems, and vulnerability management.
He has over 30 years of experience in various CISO and information technology roles, and was previously the IT Director at Ford Motor Company North America. He holds a Master of Science in Computer Engineering and a Bachelor of Science in Computer Science from the University of Michigan and an MBA from Bowling Green State University.
He holds a Master of Science in Computer Engineering and a Bachelor of Science in Computer Science from the University of Michigan and an MBA from Bowling Green State University.
During the last three fiscal years, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats.
We use this information to ensure we are aware of possible threats that could occur within our industry. During the last three fiscal years, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats. For more information on our cybersecurity related risks, see Item 1A “Risk Factors” in this Annual Report.
We also have an outside firm on retainer should the need arise to obtain additional assistance.
We maintain a Cyber Defense Center that utilizes incident response plans and a suite of monitoring, detection and response tools, including third-party solutions, to identify, contain, remediate and recover from cybersecurity incidents. We also have an outside firm on retainer should the need arise to obtain additional assistance.
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We are actively engaged with the Aviation Information Sharing and Analysis Center (ISAC) which gathers, analyzes and shares information to combat cyber-related threats and weaknesses. We use this information to ensure we are aware of possible threats that could occur within our industry.
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The Audit Committee also periodically updates the Board of Directors on risk matters. Keith Moss, our Head of Information Technology, oversees our cybersecurity and information security program. He has over 30 years of experience in various CISO and information technology roles, and was previously the IT Director at Ford Motor Company North America.
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For more information on our cybersecurity related risks, see Item 1A “Risk Factors” in this Annual Report. 28 Table of Contents Governance The Audit Committee of our Board of Directors is primarily responsible for oversight of the Company’s risk assessment and risk management, including cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe operate primarily out of facilities located in the U.S., in Santa Cruz, San Carlos and Marina, California, Washington, D.C. and internationally in Munich and Stuttgart, Germany, Linz, Austria, San Jose, Costa Rica, and Shenzhen, China. The facilities that house our prototype production line in Marina, California span approximately 130,000 square feet and are leased from the City of Marina.
Biggest changeWe operate primarily out of facilities located in the U.S., in Santa Cruz, San Carlos and Marina, California, Washington, D.C., Dayton, Ohio, and New York. We also operate internationally in Munich and Stuttgart, Germany, Linz, Austria, San Jose, Costa Rica, and Shenzhen, China.
Item 2. Properties Our corporate headquarters are located in Santa Cruz, California, and consist of approximately 162,000 square feet, which we purchased in 2023, and an additional approximately 44,000 square feet of leased space in the same location.
Item 2. Properties Our corporate headquarters are located in Santa Cruz, California, and consist of approximately 162,000 square feet, which we purchased in 2023, and an additional approximately 49,000 square feet of leased space in the same location.
We have also entered into a ground lease agreement with the City of Marina that can be extended for up to 50 years. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
In January 2026, we entered into an agreement to purchase a facility totaling approximately 728,000 square feet in Vandalia, Ohio, to expand our manufacturing footprint in the area. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
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The facilities that house our prototype production line in Marina, California span approximately 130,000 square feet and are leased from the City of Marina. Additionally, in 2025 we completed construction of approximately 226,000 additional square feet in Marina.
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We have also entered into a ground lease agreement with the City of Marina that can be extended for up to 50 years. We own an approximately 40,300 square foot facility in Dayton, Ohio, where we have begun manufacturing of our propeller blades.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIf an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable. Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents Part II
Biggest changeIf an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable.
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Additionally, on November 18, 2025, we filed a complaint in the Superior Court of the State of California for the County of Santa Cruz against Archer Aviation, Inc.
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(“Archer”) and George Kivork alleging, among other things, breach of contract, misappropriation of trade secrets, and interference with contract and prospective economic advantage related to 33 Table of Contents the improper acquisition, retention, and use of our confidential and proprietary business information and trade secrets. The complaint requests damages, disgorgement and restitution, injunctive relief, and attorneys’ fees, costs and expenses.
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This lawsuit was removed to the United States District Court, Northern District of California, where it remains pending. On January 23, 2026, Archer and Mr. Kivork filed motions to dismiss the complaint, and we filed our opposition to the motion to dismiss on February 13, 2026. Item 4. Mine Safety Disclosures Not applicable. 34 Table of Contents Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor Peer Group companies that completed their SPAC merger after August 10, 2021, the cumulative return for the Peer Group was weighted based on the market capitalization of each company based on the date of its SPAC merger. Shares of Lilium N.V. were suspended from trading on November 6, 2024, and subsequently delisted from the Nasdaq Global Select Market.
Biggest changeFor Peer Group companies that went public after August 10, 2021, the cumulative return for the Peer Group was weighted based on the market capitalization of each company based on the date of its SPAC merger. Shares of Lilium N.V. were suspended from trading on November 6, 2024, and subsequently delisted.
The returns shown are based on historical results and are not intended to suggest future performance. The following graph compares the cumulative total stockholder return of our common stock to the Russell 2000 Index and in a peer group consisting of Archer Aviation Inc., Eve Holding, Inc., Joby Aviation, Inc., Lilium N.V., Vertical Aerospace Ltd. (“Peer Group”).
The returns shown are based on historical results and are not intended to suggest future performance. The following graph compares the cumulative total stockholder return of our common stock to the Russell 2000 Index and a peer group consisting of Archer Aviation Inc., Eve Holding, Inc., Joby Aviation, Inc., Lilium N.V., and Vertical Aerospace Ltd. (“Peer Group”).
The chart shows the annual change in value of $100 invested in each of our common stock, the index and the Peer Group on August 10, 2021, the date of our Merger with RTP, and assumes reinvestment of dividends, if any. Each of the companies in our Peer Group went public via merger with a special purpose acquisition company (“SPAC”).
The chart shows the annual change in value of $100 invested in each of our common stock, the index and the Peer Group on August 10, 2021, the date of our Merger, and assumes reinvestment of dividends, if any. Each of the companies in our Peer Group went public via merger with a special purpose acquisition company (“SPAC”).
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Holders As of February 14, 2025, there were approximately 356 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
Holders As of February 13, 2026, there were approximately 338 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
The Peer Group line assumes a share prices of $0.00 for shares of Lilium common stock as of December 31, 2024. 30 Table of Contents Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved] 31 Table of Contents
The Peer Group line assumes a share prices of $0.00 for shares of Lilium common stock after delisting. 35 Table of Contents Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved] 36 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNet cash used in operating activities for the year ended December 31, 2023 was $313.8 million, consisting primarily of a net loss of $513.1 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $93.6 million in stock-based compensation expense, $86.4 million loss from change in the fair value of warrants and earnout shares, $30.5 million in depreciation and amortization expense and a net decrease in our net working capital of $8.9 million, partially offset by $20.2 million net accretion of our investments in marketable securities. 38 Table of Contents Net Cash Provided by Investing Activities Net cash provided by investing activities for the year ended December 31, 2024 of $70.8 million was primarily due to proceeds from the sales and maturities of marketable securities of $715.2 million, partially offset by purchases of marketable securities of $603.8 million and purchases of property and equipment of $40.6 million Net cash provided by investing activities for the year ended December 31, 2023 of $80.3 million was primarily due to proceeds from the sales and maturities of marketable securities of $920.9 million, partially offset by purchases marketable securities of $810.0 million and purchases of property and equipment of $30.6 million.
Biggest changeNet Cash Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $509.9 million, consisting primarily of a net loss of $929.8 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $127.9 million in stock-based compensation expense, a $211.9 million loss from change in the fair value of warrants, earnout shares and contingent consideration, $40.2 million in depreciation and amortization expense, $40.3 million loss on common stock issuance in private placement and $7.6 million net decrease in our net working capital, partially offset by $7.8 million net accretion of our investments in marketable securities.
Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing aerospace companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition.
Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition.
The Company estimates the probabilities based on available information about the progress made towards performance goals at each reporting period. Our performance based awards issued under annual Bonus Plans are classified as an equity or, initially, as a liability, depending on the terms of the plan.
The Company estimates the probabilities based on available information about the progress made towards performance goals at each reporting period. Our performance based awards issued under annual Bonus Plans are classified as equity or, initially, as a liability, depending on the terms of the plan.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 of $361.1 million was primarily due to net proceeds of $221.8 million from issuance of common stock in underwritten public offering and net proceeds of $128.8 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the employee stock purchase plan of $11.2 million and $1.7 million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by $2.4 million repayments of obligation under finance leases and tenant improvement loan.
Net cash provided by financing activities for the year ended December 31, 2024 of $361.1 million was primarily due to net proceeds of $221.8 million from issuance of common stock in underwritten public offering and net proceeds of $128.8 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the employee stock purchase plan of $11.2 million and $1.7 million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by $2.4 million repayments of obligations under finance leases and tenant improvement loan.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our annual report on Form 10-K for the year ended December 31, 2023, filed on February 27, 2024, for reference to discussion of the fiscal year ended December 31, 2022, the earliest of the three fiscal years presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our annual report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025, for reference to discussion of the fiscal year ended December 31, 2023, the earliest of the three fiscal years presented.
We recognize stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and use the straight-line method to recognize stock-based compensation, and account for forfeitures as they occur. Some of our awards contain service-based vesting condition as well as performance-based vesting condition.
We recognize stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and use the straight-line method to recognize stock-based compensation, and account for forfeitures as they occur. Some of our awards contain service-based vesting conditions as well as performance-based vesting conditions.
If we conclude that events and circumstances indicate the assets may be impaired, to determine if impairment exists for our property and equipment used in operations, we group our property and equipment by type (the lowest level for which there are identifiable cash flows) and then estimate their future cash flows based on projections of capacity, asset age, maintenance requirements, and other relevant conditions.
If we conclude that events and circumstances indicate the assets may be impaired, to determine if impairment exists for our property and equipment used in operations, we group our property and equipment by type (the lowest level for which there are identifiable cash flows) and then estimate their future cash flows based on projections of capacity, asset age, 45 Table of Contents maintenance requirements, and other relevant conditions.
Please see the section of this Annual Report titled “Special Note Regarding Forward-Looking Statements.” Overview We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) aircraft that we intend to operate as part of a fast, quiet and convenient service in cities around the world.
Please see the section of this Annual Report titled “Special Note Regarding Forward-Looking Statements.” Overview We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) air taxi that we intend to operate as part of a fast, quiet and convenient service in cities around the world.
In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (the “Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300,000,000 of our common stock in an “at-the-market” offering (the “ATM Offering”).
In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (“Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an “at-the-market” offering (“ATM Offering”).
In June 2023, we raised net proceeds of $99.9 million from our issuance and sale of 15,037,594 shares of our common stock to SKT. In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering (the “Public Offering”) of 46,000,000 shares of our common stock.
In June 2023, we raised net proceeds of $99.9 million from our issuance and sale of 15,037,594 shares of our common stock to SKT. In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering of 46,000,000 shares of our common stock.
The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or an expected payload of up to 1,000 pounds - at speeds of up to 200 mph.
The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or a targeted payload of up to 1,000 pounds - at speeds of up to 200 mph.
Research and Development Expenses Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, 34 Table of Contents including rent, information technology costs and utilities.
Research and Development Expenses Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities.
We expect the FAA type certificate will be reciprocated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities. In 2022, we applied for aircraft certification in the United Kingdom and Japan.
We expect the FAA type certificate will be validated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities in other countries. In 2022, we applied for aircraft certification in the United Kingdom and Japan.
Gain (Loss) from changes in Fair Value of Warrants and Earnout Shares Liabilities Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”) and warrants issued to Delta Air Lines, Inc.
Loss from changes in Fair Value of Warrants, Earnout Shares and Contingent Consideration Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc.
(“Delta Warrants”) and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date.
(“Delta Warrants”), shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) and contingent consideration related to Blade acquisition EBITDA Earnout are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date.
Vertically-Integrated Business Model Our business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist.
Vertically-Integrated Business Model Our primary business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of December 31, 2024, we had an accumulated deficit of $1,855.7 million.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of December 31, 2025, we had an accumulated deficit of $2,785.6 million.
These arrangements provide a means of efficient international expansion as we develop commercial operations around the world. In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. We anticipate being able to meet the requirements of such authorizations and certifications.
These arrangements provide a means of efficient international expansion as we develop commercial operations around the world. 38 Table of Contents In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service.
With thousands of successful test flights already completed, and as the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn airworthiness certification from the Federal Aviation Administration (“FAA”).
As the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn standard airworthiness certification from the Federal Aviation Administration (“FAA”).
Long-Term Liquidity Requirements We expect our cash and cash equivalents on hand together with the proceeds of future sales under the ATM Offering, the expected proceeds from the Toyota Investment and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations.
Long-Term Liquidity Requirements We expect our cash and cash equivalents on hand together with the proceeds of future sales under the ATM Offering, additional proceeds from the Toyota Investment, the proceeds of the February 2026 Equity Offering, the issuance of the Notes, the Overallotment Option, if exercised, and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations.
Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if 37 Table of Contents circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs.
Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result.
If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders.
Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations.
Interest and Other Income, Net Interest income consists primarily of interest earned on our cash and cash equivalents and investments in marketable securities. 35 Table of Contents Provision for Income Taxes Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law.
Provision for Income Taxes Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law.
Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch.
Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. With growing USAF interest in hybrid powertrains and autonomy in aviation, we leveraged our existing aircraft platform to address these areas.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $13.8 million, or 13%, to $119.7 million during the year ended December 31, 2024 from $105.9 million during the year ended December 31, 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $42.9 million, or 36%, to $162.6 million during the year ended December 31, 2025 from $119.7 million during the year ended December 31, 2024.
Operating expenses Flight services Flight services expenses consist primarily of costs related to flight, flight support, and maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft electricity cost, as directly attributed to our performance of the flight services.
Operating expenses Cost of Revenue Cost of Revenue consist primarily of costs related to operators of aircraft and vehicles, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft fuel or electricity cost, landing fees, pilot salaries, as directly attributed to our performance of the flight services and customer demonstration and exhibition activities, and costs of providing engineering services.
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations, including the Sarbanes-Oxley Act (“SOX”) and other SEC rules and regulations.
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support the growth of our operations and comply with applicable regulations.
As of December 31, 2024, we had cash, cash equivalents and restricted cash of $200.4 million and short-term investment in marketable securities of $733.2 million. Restricted cash, totaling $0.8 million, reflects cash temporarily retained for security deposit on leased facilities.
As of December 31, 2025, we had cash, cash equivalents and restricted cash of $241.7 million and short-term investment in marketable securities of $1,167.1 million. Restricted cash, totaling $0.9 million, primarily reflects cash temporarily retained for security deposit on leased facilities.
Research and Development Expenses Research and development expenses increased by $110.1 million, or 30%, to $477.2 million during the year ended December 31, 2024 from $367.0 million during the year ended December 31, 2023.
Research and Development Expenses Research and development expenses increased by $103.9 million, or 22%, to $581.1 million during the year ended December 31, 2025 from $477.2 million during the year ended December 31, 2024.
We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.
We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company. 37 Table of Contents Key Factors Affecting Operating Results See the section entitled “ Risk Factors ” for a further discussion of these considerations.
The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, 36 Table of Contents as well as increased quantity of materials used in prototype development and testing, partially offset by increase in expense reduction due to higher grants earned as part of our government contracts.
The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification and a decrease in expense reduction due to lower grants earned as part of our government contracts.
We have completed or substantially completed three of these five stages. In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service and allows us to operate the service with conventional aircraft. In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations related to eVTOLs.
We have completed or substantially completed three of these five stages and are more than halfway through the fourth stage. In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service and allows us to operate the service with conventional aircraft.
Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft.
As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending. Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft.
The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield. 39 Table of Contents Expected volatility - We estimate the expected volatility of our common stock on the date of grant based on the historical stock price volatility of our own common shares within the same length of period as the expected term.
The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield.
Total Other Loss, Net Total other loss, net decreased by $29.7 million, or 73%, to a loss of $11.2 million during the year ended December 31, 2024 from a loss of $40.8 million during the year ended December 31, 2023.
Total Other Loss, Net Total other loss, net increased by $197.8 million to a loss of $208.9 million during the year ended December 31, 2025 from a loss of $11.2 million during the year ended December 31, 2024.
Cash Flows The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage): Year Ended December 31, Change 2024 2023 ($) (%) Net cash (used in) provided by: Operating activities $ (436,267) $ (313,831) $ (122,436) 39 % Investing activities 70,763 80,304 (9,541) (12) % Financing activities 361,114 288,239 72,875 25 % Net increase (decrease) in cash, cash equivalents, and restricted cash $ (4,390) $ 54,712 $ (59,102) (108) % Net Cash Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $436.3 million, consisting primarily of a net loss of $608.0 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $104.4 million in stock-based compensation expense, a $54.0 million loss from change in the fair value of warrants and earnout shares, $35.6 million in depreciation and amortization expense, partially offset by $15.8 million net accretion of our investments in marketable securities and $6.4 million net increase in our net working capital.
Net cash used in operating activities for the year ended December 31, 2024 was $436.3 million, consisting primarily of a net loss of $608.0 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $104.4 million in stock-based compensation expense, $54.0 million loss from change in the fair value of warrants and earnout shares, $35.6 million in depreciation and amortization expense, partially offset by $15.8 million net accretion of our investments in marketable securities and $6.4 million net increase in our net working capital.
Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures.
Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP.
Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events. Components of Results of Operations Revenue Flight services Flight services revenue primarily includes consideration received for our performance of customer-directed flights and on-base operations for various DOD agencies.
Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events. 39 Table of Contents Components of Results of Operations Revenue Revenue consists of passenger revenue and other revenue.
Due to significant volume of contractual arrangements we enter, we may not be able to identify all embedded leases arrangements, resulting in understatement of our right-of-use assets and liabilities.
Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Due to significant volume of contractual arrangements we enter, we may not be able to identify all embedded leases arrangements, resulting in understatement of our right-of-use 46 Table of Contents assets and liabilities.
We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
At the front end, we are developing a convenient app to deliver the first on-demand, aerial ridesharing service. We are targeting carrying our first passengers in 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control and information regarding customer experience to optimize for customer safety, comfort and value.
As of December 31, 2024, 16,158,784 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $128.8 million . As of December 31, 2024, $167.0 million remain available for sale under the Equity Distribution Agreement.
As of December 31, 2025, 29,950,799 shares of our common stock have been sold pursuant to the Equity 42 Table of Contents Distribution Agreement for net proceeds of $282.4 million . As of December 31, 2025, $8.1 million remains available for sale under the Equity Distribution Agreement.
We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.
We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months. In January 2026, we have received $70.0 million from the exercise of the first tranche of Delta Warrant (Note 8 ).
U.S. Government Contracts In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base 33 Table of Contents operations under contract pursuant to the USAF’s Agility Prime program.
U.S. Government Contracts In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test.
Net cash provided by financing activities for the year ended December 31, 2023 of $288.2 million was primarily due to net proceeds of $180.2 million from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of common shares to SKT, proceeds from the issuance of common stock under the employee stock purchase plan of $6.9 million and $2.1 million, proceeds from exercise of stock options and issuance of common stock warrants, partially offset by repayments for finance lease obligations and tenant improvement loan totaling $0.8 million.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2025 of $1,026.6 million was primarily due to net proceeds of $575.9 million from issuance of common stock in underwritten public offering, net proceeds of $249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $153.6 million from issuance of common stock in at-the-market public offering, $36.8 million proceeds from exercise of stock options and issuance of common stock warrants and proceeds from the issuance of common stock under the employee stock purchase plan of $12.1 million, partially offset by $1.6 million repayments of obligation under finance leases and tenant improvement loan.
Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiport development, pilot training facilities, software development and production of aircraft.
Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiports development, pilot training facilities, software development and production of aircraft. We do not have material cash requirements related to current contractual obligations.
We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate.
In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations related to eVTOLs. We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate.
We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports.
The success of our business is also dependent, in part, on the utilization rate of our aircraft, which is the amount of time our aircraft spend in the air carrying passengers. We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance.
The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.
The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services.
The asset component of our operating leases is recorded as right-of-use assets, and the liability component is recorded as current lease liabilities and long-term lease liabilities in our consolidated balance sheets. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.
We analyze our contractual arrangements to evaluate whether they have any embedded leases. The asset component of our operating leases is recorded as right-of-use assets, and the liability component is recorded as current lease liabilities and long-term lease liabilities in our consolidated balance sheets.
Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Determining that options are reasonably certain to be exercised requires us to make certain assumptions about our future operations and space and assets requirements.
Determining that options are reasonably certain to be exercised requires us to make certain assumptions about our future operations and space and assets requirements. Incorrect assumptions may result in our lease term being incorrect, impacting our right-of-use assets and liabilities.
We anticipate initial operations with our U.S. government customers to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations. Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
Incorrect assumptions may result in our lease term being incorrect, impacting our right-of-use assets and liabilities. 40 Table of Contents Assumptions made by us at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.
Certain arrangements may include renewal or termination options, and judgment is required in determining whether such options are reasonably certain to be exercised, which affects the measurement of right-of-use assets and lease liabilities. Assumptions made by us at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.
Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization. 32 Table of Contents We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation.
We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation.
In addition, on October 1, 2024, we entered a stock purchase agreement with Toyota Motor Corporation pursuant to which Toyota has committed to invest up to $500.0 million, subject to certain closing conditions, as described in Note 9. Stockholders' Equity (the “Toyota Investment”).
In May 2025, we issued 49,701,790 shares at a price per share of $5.03 for net proceeds of $249.9 million pursuant to a stock purchase agreement with Toyota Motor Corporation (“Toyota”) that we entered in October 2024. Pursuant to the agreement, Toyota has committed to invest an additional $250.0 million, subject to certain closing conditions (“Toyota Investment”).
While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting initial passenger operations in 2025 or 2026.
Development of the Global Urban Air Mobility (“UAM”) Market Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand.
In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives or more permanent work-from-home behaviors persist.
In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations in the U.S. under the eIPP to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.
If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations. 43 Table of Contents Cash Flows The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage): Year Ended December 31, Change 2025 2024 ($) (%) Net cash (used in) provided by: Operating activities $ (509,893) $ (436,267) $ (73,626) 17 % Investing activities (475,416) 70,763 (546,179) (772) % Financing activities 1,026,643 361,114 665,529 184 % Net increase (decrease) in cash, cash equivalents, and restricted cash $ 41,334 $ (4,390) $ 45,724 n.m.
Results of Operations Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage): December 31, Change 2024 2023 ($) (%) Revenue: Flight services $ 136 $ 1,032 $ (896) (87) % Operating expenses: Flight services 67 200 (133) (67) % Research and development 477,156 367,049 110,107 30 % Selling, general and administrative 119,667 105,877 13,790 13 % Total operating expenses 596,890 473,126 123,764 26 % Loss from operations (596,754) (472,094) (124,660) 26 % Interest and other income, net 42,822 45,561 (2,739) (6) % Loss from change in fair value of warrants and earnout shares (53,973) (86,378) 32,405 (38) % Total other loss, net (11,151) (40,817) 29,666 (73) % Loss before income taxes (607,905) (512,911) (94,994) 19 % Income tax expense 129 139 (10) (7) % Net loss $ (608,034) $ (513,050) $ (94,984) 19 % Revenue Flight Services Flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various DOD agencies.
Results of Operations Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage): December 31, Change 2025 2024 ($) (%) Revenue $ 53,425 $ 136 $ 53,289 n.m * Operating expenses: Cost of Revenue 29,328 67 29,261 n.m * Research and development 581,101 477,156 103,945 22 % Selling, general and administrative 162,587 119,667 42,920 36 % Total operating expenses 773,016 596,890 176,126 30 % Loss from operations (719,591) (596,754) (122,837) 21 % Interest and other income, net 43,164 42,822 342 1 % Loss on common stock issuance in private placement (40,258) — (40,258) 100 % Loss from change in fair value of warrants, earnout shares and contingent consideration (211,850) (53,973) (157,877) 293 % Total other loss, net (208,944) (11,151) (197,793) n.m * Loss before income taxes (928,535) (607,905) (320,630) 53 % Income tax expense 1,307 129 1,178 913 % Net loss $ (929,842) $ (608,034) $ (321,808) 53 % 41 Table of Contents n.m* marks changes that are not meaningful.
If we are unable to add sufficient headcount it could impact our ability to meet our expected timelines for certification and entry into service. The success of our business is also dependent, in part, on the utilization rate of our aircraft, which is the amount of time our aircraft spend in the air carrying passengers.
If we are unable to add sufficient headcount it could impact our ability to meet our expected timelines for certification and entry into service. The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials.
The decrease was primarily driven by a $32.4 million reduction in loss from changes in fair value of warrants and earnout shares, partially offset by $2.7 million decrease in interest and other income due to decreased interest rates on lower invested funds.
The increase was primarily driven by a $157.9 million increase in loss from changes in fair value of warrants, earnout shares and contingent consideration, and loss on common stock issuance in private placement of $40.3 million.
Accordingly, we have not recorded any impairment charge to our existing property and equipment during the twelve months ended December 31, 2024. Accounting for Leases We determine if an arrangement is a lease, or contains a lease, at inception. We analyze our contractual arrangements to evaluate whether they have any embedded leases.
Accordingly, we have not recorded any impairment charge to our existing property and equipment during the twelve months ended December 31, 2025. Fair value measurements involving significant estimation uncertainty We apply fair value measurement guidance in a number of areas of our consolidated financial statements.
Removed
We do not currently intend to sell these aircraft to independent third parties or individual consumers as a primary business model. Instead, we plan to manufacture, own and operate our aircraft, building a vertically integrated transportation company that will deliver transportation services to our customers, including government agencies such as the U.S.
Added
In August 2025, we added another milestone flight to thousands of successful test flights, with our piloted eVTOL flight between two public airports in FAA-controlled airspace, demonstrating operational maturity and integration with existing air traffic.
Removed
Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We are targeting initial passenger operations in 2025 or 2026.
Added
We have multiple special airworthiness certificates already issued by the FAA for our fleet of pre-type certification aircraft. We have identified three potential routes to market: (1) Joby owned and operated air taxi service (2) affiliate owned and operated service and (3) direct sales and defense.
Removed
There may be circumstances in which it is either required (for example, due to operating restrictions on foreign ownership in other countries) or otherwise desirable to sell aircraft in the future. We do not expect this would change our core focus on building a vertically integrated transportation company.
Added
We plan to manufacture, operate and sell our aircraft, and are building a vertically integrated transportation company to maximize the value of our investments. In addition to building a novel aircraft, we are also building a proprietary operating system that integrates data across aircraft build, operations and maintenance.
Removed
Key Factors Affecting Operating Results See the section entitled “ Risk Factors ” for a further discussion of these considerations. Development of the Global Urban Air Mobility (“UAM”) Market Our revenue will be directly tied to the continued development of short distance aerial transportation.
Added
In August 2025, we acquired Blade Urban Air Mobility, Inc. and its subsidiaries (“Blade”), a technology-powered, global urban air mobility platform. Following the acquisition, Blade continues to operate its air charter broker service as our wholly owned subsidiary.
Removed
We believe that the DOD is potentially shifting its priorities under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and as a result our existing contracts may be reduced or modified.
Added
The transaction is expected to unlock immediate market access, including an established customer base, operational expertise, airport relationships and infrastructure across key urban corridors in New York City and Southern Europe and allow us to combine our best-in-class technology with Blade’s experience in delivering premium customer transportation at scale.
Removed
We recognize revenue as we fulfill our performance obligations in an amount that reflects the consideration we expect to receive.
Added
We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting carrying our first passengers in 2026. Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.
Removed
We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period. 2024 Acquisitions On May 31, 2024, we completed the acquisition of certain assets of an aerospace company that develops modular autonomy technology for aviation in exchange for 1,944,990 shares of our common stock with an aggregate acquisition date fair value of $9.5 million.
Added
We anticipate being able to meet the requirements of such authorizations and certifications.
Removed
The transaction is expected to contribute to development of autonomous capabilities of our aircraft and to accelerate the execution of our contract deliverables with the U.S. Department of Defense. The acquisition was accounted for as a business combination as the assets acquired constituted a business in accordance with ASC 805 Business Combinations .
Added
In the summer of 2025, we participated in the USAF’s Resolute Force Pacific (“REFORPAC”) exercise, successfully demonstrating our Superpilot (TM) autonomous flight technology. We continue to work on autonomy programs with the USAF. Additionally, we are working with L3Harris on leveraging our platform to address opportunities to sell aircraft for defense applications.
Removed
As part of the acquisition, we also issued 1,375,245 shares of the Company common stock subject to lock-up period of twelve month following the acquisition date (“Holdback Equity”).
Added
As with any new industry and business model, numerous risks and uncertainties exist.
Removed
The number of shares of Holdback Equity to be released at the end of the lock-up period depends on the continuing employment of selected employees of the aerospace company, whose employment transitioned to us as a result of the acquisition, and the weighted volume average price of our common stock at the end of the lock-up period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk We are exposed to market risk for changes in interest rates applicable to our short-term investments. We had cash, cash equivalents, restricted cash and investments in short-term marketable securities totaling $933.6 million as of December 31, 2024.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk We are exposed to market risk for changes in interest rates applicable to our short-term investments. We had cash, cash equivalents, restricted cash and investments in short-term marketable securities totaling $1,408.8 million as of December 31, 2025.
Foreign Currency Risk We are not exposed to significant foreign currency risks related to our operating expenses as our foreign operations are not material to our consolidated financial statements. 41 Table of Contents
Foreign Currency Risk We are not exposed to significant foreign currency risks related to our operating expenses as our foreign operations are not material to our consolidated financial statements. 47 Table of Contents

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