Archer Aviation : 2026 Proxy Statement and Annual Report

Published: 2026-05-05 13:57:12 ET ACHR

Published on 05/05/2026 at 01:57 pm EDT

Your vote is important. Whether or not you plan to attend the annual meeting, please cast your vote as soon as possible by internet, telephone, or by mail.

Founder & Chief Executive Officer

I founded Archer with a single vision: to make flying taxis an every day reality. Seven years later, that vision has grown into something larger. Archer is now a next-generation aerospace company building the technologies that I believe will power the next 100 years of flight - across commercial aviation and defense.

We operate in one of the most competitive and technically demanding industries in the world. Success demands more than execution. It requires making bold decisions early, sometimes before the path is obvious to everyone else. The decision about where Archer is legally incorporated may not sound like a strategic priority, but we believe it is.

Our board of directors and management have closely studied the regulatory and legal landscape across the country, and after rigorous analysis, we are recommending that our stockholders approve making Texas our legal home (i.e., changing Archer's state of incorporation from Delaware to Texas, see Proposal 2). We believe Texas' business-friendly approach positions us to move faster and build deeper roots in a state that is highly supportive of our industry and where we plan to have significant operations over the longterm. On the other hand, other than being incorporated there, we don't have any ties

or plans to operate in Delaware.

Deep tech is hard, but the opportunities are immense, and your belief in us gives us the ability to pursue those opportunities. I do not take your support for granted, and we will continue to work every day to earn it.

Sincerely,

Notice of Annual Meeting of Stockholders

June 26, 2026,

12:00 p.m. Pacific Time

https://www.virtualshareholdermeeting.com/ACHR2026 Stockholders of record at the

close of business on April 28, 2026

Agenda Item

Board Vote Recommendation

1. Elect certain directors of Archer Aviation Inc., each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director's successor is duly elected and qualified

FOR EACH DIRECTOR NOMINEE

2. Approve the redomestication of Archer Aviation Inc. to Texas by conversion

FOR

3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

FOR

4. Advisory vote to approve the compensation of our named executive officers

FOR

And other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

These materials were first sent or made available to stockholders on April 30, 2026

By Order of the Board of Directors,

ERIC LENTELL

Chief Strategy & Legal Officer

2026 Proxy Statement 2

TABLE OF CONTENTS

PROXY SUMMARY

CORPORATE GOVERNANCE

PROPOSAL NO. 1 - ELECTION OF CERTAIN DIRECTORS

PROPOSAL NO. 2 - APPROVAL OF REDOMESTICATION OF THE COMPANY TO TEXAS BY CONVERSION

PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 4 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

REPORT OF THE AUDIT COMMITTEE

EXECUTIVE OFFICERS

REPORT OF THE COMPENSATION COMMITTEE

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Executive Compensation Tables

PAY VERSUS PERFORMANCE

EQUITY COMPENSATION PLAN INFORMATION

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

GENERAL INFORMATION

APPENDIX A - REINCORPORATION RESOLUTIONS

A-1

APPENDIX B - PLAN OF CONVERSION

B-1

APPENDIX C - DELAWARE CERTIFICATE OF INCORPORATION

C-1

APPENDIX D - DELAWARE BYLAWS

D-1

APPENDIX E - TEXAS CERTIFICATE OF FORMATION

E-1

APPENDIX F - TEXAS BYLAWS

F-1

References to our websites in this Proxy Statement are not intended to function as hyperlinks and the information contained on our websites is not intended to be incorporated into this Proxy Statement.

2026 Proxy Statement 3

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT https://WWW.PROXYVOTE.COM. THIS NOTICE OF THE ANNUAL MEETING, PROXY STATEMENT, AND FORM OF PROXY ARE BEING DISTRIBUTED AND MADE AVAILABLE ON OR ABOUT APRIL 30, 2026.

This Proxy Statement includes forward-looking statements, which are statements other than statements of historical facts and statements in the present tense. These statements include, but are not limited to, statements regarding our future performance and our market opportunity; our business strategy and plans; including the design, safety and target specifications of its aircraft; size and value of our aircraft order book, pace of design and regulatory outlook, including pir ability to ability to finalize

remaining certification plans with the Federal Aviation Administration (FAA), our aircraft deployment and trial operations under the eVTOL Integration Pilot Program (eIPP); our ability to timely develop, certify, test, manufacture and deploy its eVTOL aircraft in the U.S. and UAE, or our ability to do so at all; air taxi network buildout, planned operations, and the goal of carrying our first passengers in 2026; plans to deploy autonomy aviation systems; expansion of our planned lines of business and development of new business opportunities, including hybrid aircraft and defense programs and UK engineering hub; plans and anticipated benefits of acquisitions, strategic investments, and collaborations with third parties. In some cases, forward-looking statements can be identified by terms such as "may," "will," "appears," "should," "expects," "plans," "anticipates," "could," "intends,"

"target," "projects," contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause the Company's actual results, performance, or achievements to differ materially from results expressed or implied in this letter. Investors are cautioned not to place undue reliance on these statements, and reported results should not be considered as an indication of future performance.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: the early stage nature of our business and our past and projected future losses; our ability to design, manufacture, and commercialize our aircraft; risks associated with indicative orders from certain third parties for our aircraft, which are subject to the satisfaction of certain conditions and/or further negotiation and reaching mutual agreement on certain material terms,

and the risk that such parties cancel such orders or never place them; the early nature of our defense program and our ability to win bids to develop defense aircraft and technologies; government spend for the air traffic control system; our ability to market eVTOL aircraft, attract customers and compete with existing and new competitors in existing and new markets; risks related to infrastructure development, vertiport availability, airspace integration, and municipal permits; ability to obtain any required certifications, licenses, approvals, or authorizations from governmental authorities; ability to timely achieve business milestones, or at all, such as scaling manufacturing while maintaining quality, reliability, safety and regulatory compliance; our dependence on suppliers for aircraft parts and components; tariffs, export controls or other trade restrictions; natural disasters, public health outbreaks, economic, social, weather, growth constraints or other circumstances affecting metropolitan areas; the potential

for losses and adverse publicity stemming from any aircraft accidents, especially those involving electric aircraft or lithium-ion batteries, or our test flights; risks associated with indexed price escalation clauses in aircraft contracts; ability to hire, train, and retain key and highly specialized technical and operational personnel, litigation, including intellectual property claims;capital market volatility and access to financing on acceptable terms; federal government shutdown; and cybersecurity risks.

Additional risks and uncertainties that could affect our financial results and business are more fully detailed in our filings with the

U.S. Securities and Exchange Commission ("SEC"), including our most recent Annual Report on Form 10-K for the year

ended December 31, 2025, and other SEC filings, which are available on our investor relations website at investors.archer.com and on the SEC website at https://www.sec.gov.

This summary highlights selected information from this Proxy Statement and does not contain all information you should consider. Please read the entire Proxy Statement carefully before voting. References to "we," "us," "our," "ours," "Archer," and the "Company" refer to Archer Aviation Inc. and its consolidated subsidiaries.

Archer is developing the technologies and aircraft to power the future of advanced aviation. We plan to offer customers advanced aircraft, technologies and related services in the United States and internationally across the commercial and defense markets.

Our executive compensation program aims to motivate our people to perform at a consistently high level and rewards contributions that deliver outstanding results. In 2025, the overall structure of our executive compensation program, consisting of three primary components, base salary, annual cash incentives, and long-term equity awards, remained the same.

We are committed to good corporate governance, which strengthens the accountability of our board of directors (the "Board") and promotes the long-term interests of our stockholders.

Single class of shares with equal voting rights.

Majority of the Board are independent (6 out of 7 current directors).

Lead Independent Director appointed by independent directors, with defined responsibilities.

All Board committees are composed entirely of independent directors.

Independent directors hold regular executive sessions.

Related party transaction standards apply to any director involvement in Company activities.

Each director attended at least 75% of board and committee meetings in 2025.

No directors are considered "overboarded."

Comprehensive risk oversight, including internal controls, cybersecurity, legal and regulatory matters, compensation, and other critical evolving areas.

Our Insider Trading Policy prohibits directors, officers, and employees from hedging, shorting, and generally pledging Company stock.

Robust Compensation Recovery Policy applies to executive officers.

Our Board and Nominees

Co-Founder, CEO & Director

Director, Chairperson, Nominating and Corporate Governance Committee and Member of the Audit Committee

Lead Independent Director, Chairperson, Compensation Committee, Member of the Audit Committee, Member of the Nominating and Corporate Governance Committee

Director, Member of the Compensation Committee

Director, Member of the Nominating and Corporate Governance Committee

(Nominee for re-election)

Director, Chairperson, Audit Committee and Member of the Compensation Committee

(Nominee for re-election)

Director

2026 Proxy Statement 6

MEETING INFORMATION

ACCESS

MEETING DATE RECORD DATE MEETING TIME VIRTUAL MEETING

Friday, June 26, 2026 Tuesday, April 28, 2026 12:00 p.m. Pacific Time www.virtualshareholder

meeting.com/ACHR2026 using your control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card

VOTING METHODS

You may vote in advance of the virtual meeting using one of these voting methods:

ONLINE PHONE MAIL

https://www.proxyvote.com Follow instructions

shown on proxy card

If you received paper materials, mail to: Vote Processing, c/o Broadridge Financial Solutions, Inc. 51 Mercedes Way, Edgewood, New York 11717

ITEMS OF BUSINESS AND BOARD VOTING RECOMMENDATIONS

PROPOSAL

BOARD RECOMMENDATION

PAGE REFERENCE

Proposal 1 Election of directors named in this Proxy Statement

For each director 17

nominee

Proposal 2 Approval of redomestication of the Company to Texas by conversion

Proposal 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

Proposal 4 Advisory vote on the compensation of our named executive officers

For 24

For 54

For 56

2026 Proxy Statement 7

We are strongly committed to good corporate governance practices. Our corporate governance framework is designed to promote the long-term interests of our stockholders, strengthen leadership accountability, and foster responsible decision-making.

One share equals one vote

We have a single class of shares with equal voting power.

Separation of Lead Independent Director and CEO roles

Our CEO is focused on managing Archer and our Lead Independent Director drives accountability at the Board level.

Access to management

Our Board has significant interaction with senior management and access to other employees.

Succession planning

Our nominating and corporate governance committee regularly discusses Board and executive succession planning.

Executive sessions

All quarterly Board and committee meetings include executive sessions.

Board, committee and individual self-evaluations

Our directors conduct annual performance self-evaluations of our Board and each committee of which each director is a member.

The listing rules of the New York Stock Exchange ("NYSE") generally require that a majority of the members of a listed company's Board be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.

Our Board performs an annual review of the independence of our directors based, in part, on the review of information by our management and outside legal counsel. In our most recent review, we determined that Deborah Diaz, Fred M. Diaz, Oscar Munoz, Barbara Pilarski, Maria Pinelli and Michael Spellacy, representing six of our seven directors, are "independent directors" as defined under the applicable rules, regulations, and listing standards of NYSE and the applicable rules and regulations promulgated by the SEC. We have determined that all committee members are independent under applicable NYSE and SEC rules for committee memberships, and that each member of the audit committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Exchange Act.

Throughout the year, our Board discusses corporate governance practices with management and third-party advisors to ensure that the Board and its committees follow practices that are optimal for the company and its stockholders. Based on an evaluation process recommended and overseen by our nominating and corporate governance committee pursuant to the committee's authority set forth in its charter, the Board conducts an annual self-evaluation, including an evaluation of each committee and the contributions of individual directors, in order

to determine whether the board and its committees are functioning effectively. The results of the annual self-evaluation are reviewed and addressed by the nominating and corporate governance committee and then by the full Board.

Our Corporate Governance Guidelines provide our Board with flexibility to select the appropriate board leadership structure. Fred M. Diaz, an independent member of our Board, has served as our Lead Independent Director since February 2022. We do not currently have a chairperson of the Board. The Board believes that its current leadership structure allows the CEO to focus on managing the Company, while leveraging our Lead Independent Director's experience to drive accountability at the Board level and carry out its roles and responsibilities on

behalf of Archer's stockholders, including its oversight of management and corporate governance matters. Our Lead Independent Director is responsible for coordinating the activities of the independent directors, including:

presiding at all meetings of the Board at which the CEO is not present or when the performance of our Board or CEO is discussed;

acting as a liaison between the independent directors and the CEO;

convening meetings of the independent directors as appropriate;

consulting with the CEO in planning and setting schedules and agendas for meetings of the Board;

being available for consultation and direct communication with stockholders as appropriate; and

performing such other functions as the Board may delegate.

Our Board is committed to continuously reviewing its leadership structure and composition, along with its policies and practices, as our company grows and evolves.

Our Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee. Each member of our standing committees is independent under the current NYSE and SEC rules and regulations. Each committee operates under a written charter adopted by the Board, which is reviewed by each committee annually. The charters are available at the "Corporate Governance" section of our investor relations website at investors.archer.com.

As of the date of this proxy statement, our Board is composed of seven members and is divided into three staggered classes of directors. As part of the Board's refreshment process, Mr. Spellacy who currently serves on the Board was not renominated and his term of office as a Class II director expires at the Annual Meeting.

Accordingly, the authorized number of directors will be decreased from seven to six. We thank Mr. Spellacy for his years of service on the Board and wish him continued success in the future.

The composition and responsibilities of each committee are described below

Deborah Diaz

Fred M. Diaz

Oscar Munoz

Barbara Pilarski

Michael Spellacy

Maria Pinelli

Number of meetings 7 7 5

Member Chair

Our audit committee is composed of Ms. Pinelli, who is the chairperson of our audit committee, and Ms. Diaz and Mr. Diaz. Each member of our audit committee is financially literate as required by the current NYSE listing standards. Our Board has also determined that Ms. Pinelli is an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the "Securities Act").

NAME

AUDIT COMMITTEE

COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our audit committee and our Board. Our audit committee is responsible for, among other things:

reviewing and discussing with management our quarterly and annual financial results, earnings guidance, and earnings press releases prior to distribution to the public;

selecting, appointing, compensating and overseeing the work of the independent registered public accounting firm;

reviewing the qualification, performance and continuing independence of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and annual financial results;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

overseeing our internal audit function;

overseeing and considering the effectiveness of our internal controls;

reviewing proposed waivers of the code of conduct for directors, executive officers, and employees (with waivers for directors or executive officers to be approved by the Board);

reviewing with management the company's significant risks, reviewing our policies for risk assessment and risk management with respect to internal controls around financial reporting, and steps management has taken to monitor or mitigate these risks;

overseeing our risk assessment and management, including with respect to risks and incidents related to cybersecurity;

reviewing and approving or ratifying related party transactions that are material or otherwise implicate disclosure requirements; and

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Our compensation committee is composed of Mr. Diaz, who is the chairperson of our compensation committee, Mr. Munoz and Ms. Pinelli. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

reviewing and approving the compensation and the terms of any compensatory agreements of our executive officers;

reviewing and recommending to our Board the compensation of our non-employee directors;

reviewing and approving the selection of our peer companies for compensation assessment purposes;

administering our equity incentive compensation plans;

reviewing our compensation-related risk exposures and management's mitigation measures;

reviewing succession plans for senior management positions, including our CEO;

reviewing and approving, or making recommendations to our Board, with respect to, incentive compensation and equity plans; and

establishing our overall compensation philosophy.

Our nominating and corporate governance committee is currently composed of Ms. Diaz, who is the chairperson of the nominating and corporate governance committee, Ms. Pilarski and and Mr. Diaz. Mr. Spellacy also

served as a member of our nominating and corporate governance committee in 2025. Our nominating and corporate governance committee is responsible for, among other things:

identifying and recommending candidates for membership on our Board;

recommending directors to serve on board committees;

advising the board on certain corporate governance matters;

developing policies regarding director nomination processes, if and as the committee determines it appropriate to have such policies;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding violations of company policies or law, including the confidential and anonymous submission by our employees of concerns regarding any conduct that may violate company policies or law;

developing and overseeing any program relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters and related risks, controls, and procedures; and

overseeing the evaluation of our Board and its committees.

In order to encourage and enhance communication among independent directors and as required by the NYSE, our independent directors meet in regularly scheduled executive sessions on a quarterly basis, which are presided by Mr. Diaz, our Lead Independent Director, and at which only independent directors are present. Our Board believes that executive sessions foster open and frank communication among the independent directors, which will ultimately add to the effectiveness of our Board, as a whole.

Our Board, as a whole, has responsibility for overseeing our risk management process, although the committees of our Board oversee and review risk areas that are particularly relevant to them.

Each committee of our Board meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus, as described below.

Committee

Primary Areas of Risk Oversight

Audit

Oversee financial reporting process, accounting policies and internal controls

Evaluate risks related to financial reporting, accounting, auditing, tax and fraud

Evaluate exposures and risks related to cybersecurity and other information security policies and practices and related internal controls, and monitoring, assessing and reporting such exposures

Compensation

Oversee compensation plans, programs and policies

Evaluate major compensation- and human capital-related risk exposures and monitoring of such exposures

Evaluate and provide input on CEO and senior management succession planning

Nominating and Corporate Governance

Review and evaluate the corporate governance framework, including governance guidelines and policies

Evaluate the structure and composition of our Board and committees and role in risk oversight

Oversee the corporate responsibility program and initiatives

Our Board also reviews strategic, operational, compliance and financial risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. The risk oversight responsibility of our Board and its committees is supported by management level committees.

current threat landscape, and annual strategy. We strategically partner with industry leading external vendors to perform cybersecurity assessments. As part of these processes, our information security team identifies and prioritizes risks to devise our annual cybersecurity mitigation strategy and address operational risks. For additional information relating to our Cybersecurity Risk Oversight, please see the section titled "Cybersecurity" in our

most recent Annual Report on Form 10-K for the year ended December 31, 2025.

The members of our compensation committee during the last fiscal year included Mr. Diaz, who is the chairperson of our compensation committee, Mr. Munoz and Ms. Pinelli. None of the members of our compensation committee during the last fiscal year have been an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under the Exchange Act, or Regulation S-K. During the last fiscal year, none of our executive officers served as a member of the Board, or as a member of the compensation or similar committee of any entity that has one or more executive officers who served on our Board or compensation committee.

We have established an insider trading policy, which, among other things, prohibits all employees, including our officers, and non-employee directors from engaging in short sales or transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock, hedging or engaging in a similar transaction designed to decrease the risks associated with holding our securities, pledging any of our securities without prior approval from our General Counsel, and holding any of our securities in a margin account.

Our Board has adopted a Compensation Recovery Policy in accordance with Rule 10D-1 of the Exchange Act and the NYSE listing standards (the "Compensation Recovery Policy").

Our Compensation Recovery Policy is administered by our compensation committee and enables the Company to recover from specified current and former Company's executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Compensation Recovery Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act and applies to their incentive-based compensation, that is granted, earned or vested based wholly or in part on the attainment of any Company financial reporting measure.

If the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the compensation committee shall require any executive officer covered by our Compensation Recovery Policy to reimburse or forfeit to the Company the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The compensation committee will not consider the executive officer's responsibility or fault or lack thereof in enforcing our Compensation Recovery Policy to recoup the amount described above. In addition,

if the compensation committee determines that the executive officer engaged in any fraud or intentional misconduct that materially contributes to or causes economic loss to the Company, this may be independently considered a

triggering event for clawing back incentive compensation, and the Company will use reasonable efforts to recover from such executive officer up to 100% of the incentive-based compensation received by such executive officer.

Our Board and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. In 2025, our Board met eight times, our audit committee met seven times, our compensation committee met seven times and our nominating and corporate governance committee met five times. Each member of our Board attended at least 75% of the aggregate of the meetings of the Board and committees on which he or she served.

Our policy is to invite and encourage each member of our Board to be present at our annual meetings of stockholders. Six members of our Board were present at our 2025 annual meeting of stockholders.

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board, or a specific member of our Board (including our Lead Independent Director) may do so by mailing letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our Board as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors. The address for these communications is:

Archer Aviation Inc. c/o Legal

190 W. Tasman Drive San Jose, California 95134

We have adopted a Code of Business Conduct and Ethics that applies to all of the members of our Board, officers, and employees, and we expect our agents and contractors to conform to the standards of our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics as well as our Corporate Governance Guidelines are posted on our investor relations website, which is located at investors.archer.com, by clicking on "Governance Documents" in the "Corporate Governance" section. We intend to satisfy the disclosure requirement under applicable SEC and stock exchange rules regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our investor relations website at the address and location specified above.

The Board has adopted a non-employee director compensation policy designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract and retain directors to contribute to our long-term success.

The aggregate amount of compensation, including both cash compensation and equity compensation, paid to any of our non-employee directors for their service in a calendar year period may not exceed $1,500,000 in the first calendar year such an individual becomes a non-employee director and $750,000 in any other calendar year.

The table below provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a non-employee director in 2025. The compensation received by Mr. Goldstein as an employee in 2025 is shown in the "Executive Compensation-Summary Compensation Table" below. As an Archer employee, Mr. Goldstein, our CEO, does not receive compensation for his service on the Board.

NAME

FEES EARNED OR PAID IN CASH ($)(1)

STOCK AWARDS ($)(2)

TOTAL ($)

Deborah Diaz

158,000

199,998

357,998

Fred M. Diaz

190,000

199,998

389,998

Oscar Munoz

146,000

199,998

345,998

Barbara Pilarski(3)

Maria Pinelli

161,000

199,998

360,998

Michael Spellacy

144,000

199,998

343,998

Amounts reflect cash retainer amounts received by our non-employee directors for service on our board of directors, including committee and/or chairpersonship fees, and, in the case of Mr. Diaz, fees associated with serving as Lead Independent Director.

Amounts reflect the aggregate grant date fair value of the RSUs measured pursuant to Financial Accounting Standards Board Accounting Standard Codification Topic 718 ("ASC 718"), without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 9 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. These amounts do not reflect the actual economic value that may be realized by the non-employee director.

Ms. Pilarski has agreed with Stellantis N.V. ("Stellantis") to waive her director compensation with respect to her service as a non-employee director while serving as a Board member designated by Stellantis or any of its affiliates.

The table below sets forth information regarding the aggregate number of shares of our Class A common stock underlying outstanding RSU awards granted to our non-employee directors in 2025 and the aggregate number of unvested shares of our common stock underlying RSU awards held by each non-employee director as of December 31, 2025.

NAME

NUMBER OF SHARES UNDERLYING RSUS GRANTED IN 2025(1)

NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END

Deborah Diaz

19,102

Fred M. Diaz

19,102

Oscar Munoz

19,102

Barbara Pilarski

Maria Pinelli

19,102

Michael Spellacy(2)

19,102

The shares of Class A common stock underlying these awards vest or have vested as to 19,102 shares of Class A common stock, in full on the earlier of June 27, 2026 and the date of the Annual Meeting.

Effective at the Annual Meeting, Mr. Spellacy's term of office as a Class II director expires.

Initial Equity Grant. Each non-employee director is granted an equity award, in the form of RSUs, on the date of their appointment to our Board having an aggregate value of $200,000 based on the closing price of our Class A common stock on the date of grant (the "Initial Equity Grant"). New non-employee directors appointed to our Board on a date other than our annual meeting of stockholders will be provided a prorated Initial Equity Grant based on the full number of months until the next annual meeting of stockholders. The Initial Equity Grant will vest on the earlier of (i) the date of the next annual meeting of the company's stockholders and (ii) the date that is one year following the Initial Equity Grant date, in each case, so long as the non-employee director continues to provide services to the company through such date. Each Initial Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2021 Plan), subject to the non-employee director providing continuous service to the company through the applicable Corporate Transaction, or upon the applicable non-employee director's death or Disability (as defined in the 2021 Plan).

Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board, and who will continue to serve on our Board immediately following the date of

such annual meeting, will automatically be granted equity, in the form of RSUs, having an aggregate value of

$200,000 based on the closing price of our Class A common stock on the date of grant (the "Annual Equity Grant"). Each Annual Equity Grant will vest on the earlier of (i) the date of the next annual meeting of

the company's stockholders and (ii) the date that is one year following the Annual Equity Grant date, in each case, so long as the non-employee director continues to provide services to the company through such date. Each Annual Equity Grant will accelerate in full upon the consummation of a Corporate Transaction, subject to the non-employee director providing continuous service to the company through the applicable Corporate Transaction, or upon the applicable non-employee director's death or Disability.

We have established a Director Equity Deferral Plan pursuant to which non-employee directors may elect to take some or all of their Annual Equity Grant in the form of deferred rights to receive Class A common stock upon termination as a director.

Board candidates are selected by our Board based on the recommendation of the nominating and corporate governance committee in accordance with the committee's charter, our governing documents, and the criteria approved by our Board regarding director candidate qualifications. In recommending candidates, the nominating and corporate governance committee considers nominees referred by directors, officers, employees, stockholders, and others, evaluating all candidates using the same criteria. Evaluations generally involve a review of background materials, internal discussions, and interviews, and the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The nominating and corporate governance committee will consider properly submitted stockholder recommendations for Board candidates and will evaluate them using the same criteria applied to all other candidates. A stockholder of record may nominate a candidate for election to the Board by complying with the procedures in our amended and restated bylaws. Submissions must include the full name of the proposed nominee, complete biographical information, principal occupation, other information specified in our bylaws, and a representation that the nominating stockholder is a beneficial or record holder of our common stock. Any submission must be accompanied by the written consent of the proposed nominee to be named and to serve as a director if elected. These candidates are evaluated at meetings of the nominating and corporate governance committee, and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the nominating

and corporate governance committee.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth below under "General Information-Other Matters-Stockholder Proposals to Be Presented at Next Annual Meeting."

In accordance with the Forward Purchase Agreement, dated January 3, 2023, by and between us and Stellantis (the "Forward Purchase Agreement"), Stellantis had the right to nominate one Class II director (initially Barbara J. Pilarski) from January 3, 2023, until the 2026 annual meeting of stockholders. The right to nominate a Class II director would have extended through the 2029 annual meeting, conditioned on Stellantis or its affiliates beneficially

owning at least 12.5% of the outstanding Class A common stock. As of the date of the proxy statement, Stellantis does not meet the 12.5% ownership threshold and therefore does not currently hold the right to nominate a director for the Annual Meeting.

The Board has determined that Ms. Pilarski's qualifications and contributions make her a valued member, and has nominated her to continue serving as a director. Ms. Pilarski previously waived her director compensation during her tenure at Stellantis N.V. Following the conclusion of her service as a Stellantis designee, Ms. Pilarski will serve on the Board in an independent capacity and is no longer subject to her prior compensation waiver.

Starting after the Annual Meeting, she will be entitled to receive the cash retainer and equity awards, including the initial and annual equity grants, pursuant to the Company's director compensation policy.

The nominating and corporate governance committee is responsible for developing and recommending to the Board the desired qualifications, expertise, and characteristics of director candidates. Our Board values diversity of background, experience, and viewpoints and seeks a mix of directors that reflects the breadth necessary to support our evolving business.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications beyond those required by applicable law, NYSE listing standards, and the Company's governing documents. In evaluating nominees, the committee considers a range of factors including independence, integrity, financial and industry expertise, breadth of experience, knowledge of our business, and ability to devote adequate time to Board responsibilities, with the goal of building a board that reflects diversity of experience, expertise, viewpoints, and personal backgrounds that contributes to its overall effectiveness.

1 ELECTION OF DIRECTORS

Our Board has nominated each of Ms. Barbara Pilarski and Ms. Maria Pinelli for election as Class II directors at the Annual Meeting. Our Board currently consists of seven directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do

not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. At the recommendation of our nominating and corporate governance committee, our Board proposes that each of the two Class II nominees named below be elected as a Class II director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes present and entitled to vote at the Annual Meeting, which means that the three individuals nominated for election to our

Board at the Annual Meeting receiving the highest number of "FOR" votes will be elected.

Shares represented by proxies will be voted "FOR" the election of each of the nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

Each person nominated for election has agreed to serve if elected, and management and the Board have no reason to believe that either nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that either nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board's discretion, may be voted for no nominees as a result of the inability of either nominee to serve.

There are no family relationships among our directors and executive officers.

Our Board recommends a vote FOR the election of Ms. Barbara Pilarski and Ms. Maria Pinelli.

The nominees and their ages, occupations, and length of service on our Board as of the Record Date, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

NAME

AGE

POSITION

DIRECTOR SINCE

Barbara Pilarski(1)

Director

2022

Maria Pinelli(2)(3)

Director

2021

Member of the nominating and corporate governance committee

Chair of the audit committee

Member of the compensation committee

January 2022

Nominating and Corporate Governance

Ms. Pilarski has served as a member of our Board since January 2022. Ms. Pilarski has served as the Global Head of Business Development at

Stellantis since March 2021 and has announced her intention to retire in 2026. Prior to joining Stellantis, Ms. Pilarski was employed at FCA US LLC ("FCA") since 2009, having served as Head of Business Development for the North America region from March 2019 to February 2021, Head of Human Resources for the North America region from September 2017 to

March 2019, and Head of Business Development for the North America region from June 2009 to September 2017. Prior to her employment at FCA,

Ms. Pilarski served in various business development and finance positions within Chrysler LLC, DaimlerChrysler Corporation, and Chrysler Corporation since September 1985. Ms. Pilarski is the Executive Sponsor of the Stellantis Women's Business Resource Group, which is dedicated to pursuing the professional development and advancement of female employees. Ms. Pilarski currently serves on the Board of Corewell Health.

Ms. Pilarski has a B.S. in Business Administration from Wayne State University and an M.B.A. from the University of Michigan. We believe that Ms. Pilarski's leadership and business development roles at international companies and extensive experience in transportation and manufacturing qualify her to serve on our board.

- None

September 2021

Audit (Chair) Compensation

Ms. Pinelli has served as a member of our Board since September 2021. Ms. Pinelli has served as the Chief Executive Officer of Strategic Growth Advisors, LLC since December 2020. From July 2017 to December 2020, Ms. Pinelli led Ernst & Young LLP's ("EY") Consumer Products and Retail sector. From July 2011 to June 2017, Ms. Pinelli was a Global Vice Chair of

EY and led EY's Global Strategic Growth Business unit with a focus on serving entrepreneurs, private and public companies poised for exponential growth.

During the same period, she also served as EY's Global IPO Leader, helping clients prepare for the public markets including initial public offering readiness, Sarbanes-Oxley Act compliance and how to manage stakeholder expectations. Prior to leading this global business of EY, Ms. Pinelli was EY's Americas Director of Strategic Growth Markets from 2006 to 2011. She has led more than 20 IPOs in four different countries, more than 25 M&A transactions worldwide and speaks frequently on capital markets, and has testified as an expert before the U.S. Financial Services Committee.

Ms. Pinelli holds a B.Com. in Commerce from McMaster University and is a CPA in the United Kingdom and Canada. We believe that Ms. Pinelli is

well-qualified to serve on our board due her international business and leadership roles, professional experience in the areas of finance, accounting, and audit oversight and her extensive experience in advising growth companies.

Globant S.A.

Brightstar Lottery PLC

2026 Proxy Statement 19

The following is biographical and certain other information for each of our continuing directors as of the Record Date.

NAME

AGE

POSITION

CLASS

DIRECTOR SINCE

Adam Goldstein

Director

Class III

September 2021

Oscar Munoz(1)

Director

Class III

September 2021

Fred Diaz(2)(3)

Director

Class I

September 2021

Deborah Diaz(3)(4)

Director

Class I

September 2021

Member of the compensation committee

Chair of the compensation committee

Member of the audit committee

Chair of the nominating and corporate governance committee

2026 Proxy Statement 20

September 2021

None

Mr. Goldstein is Archer's founder and serves as our CEO. From September 2021 to April 2022, Mr. Goldstein served as our Co-CEO and

Co-Chairperson of our Board. Prior to the go-public transaction, Mr. Goldstein served as the President and CEO of Archer and a member of its board. Prior to founding Archer, Mr. Goldstein also co-founded and led Vettery from November 2012 to December 2019. Before Vettery, Mr. Goldstein served as Co-Managing Partner of Minetta Lane Capital Partners from March 2011 to August 2012. From February 2011 to November 2019 Mr. Goldstein served as Portfolio Manager at Plural Investments and from September 2005 to

October 2009 Mr. Goldstein served as a Senior Analyst at Cedar Hill Capital Partners. Mr. Goldstein currently serves on the board of trustees of the Museum of American Finance.

Mr. Goldstein holds a B.S. in Business Administration from the University of Florida and an M.B.A. from NYU Stern School of Business. We believe that Mr. Goldstein's role as co-founder and Chief Executive Officer and his extensive insight into Archer qualify him to serve on our board.

- None

September 2021

Compensation

Mr. Munoz has served as a member of our Board since September 2021. Mr. Munoz served as Chairman and CEO of United Airlines from

September 2015 to May 2021. He also served as a member of the board of United Continental Holdings, Inc. from October 2010 to June 2021. Before joining United's executive team, Mr. Munoz served in several roles at CSX Corporation from May 2003 to September 2015, including President, COO, CFO, and Executive Vice President. Mr. Munoz previously served on the board of Continental Airlines, Inc. from May 2004 until its acquisition by United Airlines in October 2010. From January 2001 to April 2003, Mr. Munoz served as CFO of Consumer Services at AT&T. Before that, Mr. Munoz served as SVP of Finance and Administration at U.S. West from July 1997 to December 2000. Mr. Munoz also served in various leadership roles for The Coca-Cola Company from June 1986 to June 1997 and for PepsiCo from June 1982 to June 1986. Mr. Munoz currently serves on the board of Univision Communications Inc. as well as an independent trustee on Fidelity Investments' Equity & High-Income Fund. Mr. Munoz also currently serves on the board of trustees of the University of Southern California and The Brookings Institution.

Mr. Munoz holds a B.A. in Finance and Strategy from USC's Marshall School of Business and an MBA from Pepperdine University. We believe that

Mr. Munoz's deep understanding of the airline and transportation industries and executive experience at complex multi-national businesses qualify him to serve on our board.

CBRE Group, Inc.

Salesforce.com, Inc.

2026 Proxy Statement 21

September 2021

Nominating and Corporate Governance (Chair)

Audit

Ms. Diaz has served as a member of our Board and audit committee and as the Chair of the nominating and corporate governance committee since September 2021. As CEO and VC Advisor of Catalyst ADV, Ms. Diaz manages a strategic growth advisory firm specializing in business transformation, innovative technologies, advanced manufacturing and strategic partnerships since December 2016. Ms. Diaz served as National Aeronautics and Space Administration's ("NASA") Chief Technology Officer and Deputy Chief Information Officer from November 2009 to October 2016, where she was responsible for NASA's global system infrastructure, technology pilots, and risk management. From January 2007 to November 2009, Ms. Diaz served as Deputy Chief Information Officer for the United States Patent and Trademark Office. From October 2002 to January 2007, Ms. Diaz was the Senior Technical Advisor to create the U.S. Department of Homeland Security and also the Chief Information Officer for Science and Technology. Ms. Diaz brings decades of experience with industry and international organizations overseeing large operational staffs and budget, ESG implementation, and global business joint ventures. Ms. Diaz currently serves on the Board of Section IO and on the advisory board of Equinix and Intel Corporation.

Ms. Diaz formerly served on the board of Dell Technologies GAB, Forcepoint

EAB, Battle Resource Management, Inc., Intelvative, Inc., eKuber Ventures, Lincolnia LLC and ZeroAvia Inc.

Ms. Diaz is National Association of Corporate Directors "Directorship" and Directors Academy "Board Director" certified. She holds an M.S. in International Business from Colorado State University and B.S. in Business Administration from Stonehill College. Ms. Diaz is also a licensed single engine pilot. We believe that Ms. Diaz's broad experience working with innovative technologies and leadership in multiple high-risk market evolutions in both the private sector and government qualify her to serve on our board.

Primis Financial Corp.

2026 Proxy Statement 22

September 2021

Compensation (Chair) Audit

Mr. Diaz has served as a member of our Board since September 2021.

Mr. Diaz served as President, CEO and Chairman of the board of Mitsubishi Motors North America from April 2018 to April 2020. Before that, Mr. Diaz served as General Manager in Charge, Performance Optimization Global Marketing and Sales of Mitsubishi Motors Corporation in Japan, from

July 2017 to April 2018. From April 2013 to July 2017, Mr. Diaz served in a number of roles for Nissan Motor Corporation, including Division Vice President & General Manager-North American Trucks and Light Commercial Vehicles, Sr. Vice President Sales, Marketing, Product Planning and Operations, and Division Vice President, Sales, Marketing, Product Planning and Parts & Service. Mr. Diaz also served in several roles for Fiat Chrysler Automobiles from 2004 to 2013, including President and CEO Ram Truck Brand, President and CEO Chrysler Mexico, Head of National Sales and National Director of Marketing Communications.

Mr. Diaz holds a B.S. in Business Administration and Management with a Minor in Psychology from Texas Lutheran University and an M.B.A. from Central Michigan University. We believe that Mr. Diaz's executive experience in various CEO and C-suite leadership roles as well as his robust sales, marketing, operations and product planning background in the automotive industry qualify him to serve on our board.

Valero Energy Corporation

Smith & Wesson Brands, Inc.

Site One Landscape Supply Inc. (f/k/a as John Deere Landscapes LLC)

2026 Proxy Statement 23

APPROVAL OF REDOMESTICATION OF THE COMPANY TO

TEXAS BY CONVERSION

We are seeking stockholder approval to convert the Company from a corporation organized under the laws of the State of Delaware (the "Delaware Corporation") to a corporation organized under the laws of the State of Texas (the "Texas Corporation") (such conversion of the Delaware Corporation into the Texas Corporation, the "Redomestication"), subject to the conditions described below. Upon completion of the Redomestication, the Company will become a Texas corporation and will continue to operate its business under the current name, "Archer Aviation Inc."

This proposal (the "Redomestication Proposal") generally uses the term "stockholder" when referring to stockholders in the context of Delaware law (which uses the term "stockholder") or the Delaware Corporation, and to the term "shareholder" when referring to shareholders in the context of Texas law (which uses the term "shareholder") or the Texas Corporation, but the terms "stockholder" and "shareholder" should be considered interchangeable.

The Redomestication, if approved by our stockholders, will be effected through a conversion pursuant to

Section 266 of the Delaware General Corporation Law (the "DGCL") and Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code (the "TBOC"), as set forth in the plan of conversion (the "Plan of Conversion"), included as Appendix B to this Proxy Statement.

Through the adoption of the Plan of Conversion, as of the effective time of the Redomestication (the "Effective Time"):

The Company will continue in existence as a Texas corporation and will continue to operate its business under the current name, "Archer Aviation Inc." The corporate existence of Archer Aviation, Inc. will not cease at any time.

The internal affairs of the Company will cease to be governed by Delaware law and will instead be governed by Texas law. See "Comparison of Stockholder Rights under Delaware and Texas Law" below.

The Company will cease to be governed by its amended and restated certificate of incorporation (the "Delaware Charter") and amended and restated bylaws (the "Delaware Bylaws"), which are included as Appendix C and Appendix D, respectively, and will instead be subject to the provisions of the Texas Certificate of Formation (the "Texas Charter") and the Texas Bylaws (the "Texas Bylaws"), forms of which are included as Appendix E and Appendix F, respectively, to this Proxy Statement. See "Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws" below.

The Redomestication will not result in any change in headquarters, business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Redomestication).

Each outstanding share of our Class A common stock, par value $0.0001 per share ("Delaware Corporation Common Stock"), will automatically become one outstanding share of Class A common stock, par value

$0.0001 per share, of the Texas Corporation ("Texas Corporation Common Stock") pursuant to the Plan of Conversion.

Stockholders will not need to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively.

Each outstanding restricted share, restricted stock unit, warrant, option, purchase right, or right to acquire shares of Delaware Corporation Common Stock will continue in existence and automatically become a restricted share, restricted stock unit, warrant, option, purchase right, or right to acquire an equal number of shares of Texas Corporation Common Stock, as applicable, under the same terms and conditions.

The Texas Corporation Common Stock will continue to be traded on The New York Stock Exchange under the symbol "ACHR." We do not expect any interruption in the trading of our Class A common stock as a result of the Redomestication.

If the Redomestication Proposal is approved by our stockholders at the Annual Meeting, we expect that the Redomestication will become effective promptly following the Annual Meeting. The Company intends to make filings with the Secretary of State of Delaware and the Secretary of State of Texas to effect the Redomestication, and does not anticipate making any other filings to effect the Redomestication.

The Redomestication may be delayed or abandoned by action of the Board at any time prior to the Effective Time, whether before or after the approval by our stockholders, if the Board determines for any reason that such delay or abandonment would be in the best interests of the Company and its stockholders.

Archer operates in a highly competitive industry characterized by rapidly changing technology and regulatory conditions. As we advance toward commercialization of air taxis, we will continue to collaborate closely with regulators at the federal, state, and local levels to shape the infrastructure, policy, and public trust necessary for the future of advanced aviation. Our Board and management view a predictable, stable, and business-friendly legal and regulatory environment as a critical foundation for the rapid, informed decision-making that can drive growth and long-term stockholder value.

As part of its general oversight function, the Board and the nominating and corporate governance committee, in consultation with management, monitor corporate governance matters affecting the Company, including its state of incorporation and the laws governing it. For over a century, Delaware has been the incorporation home of

choice for the majority of U.S. corporations, including the Company, drawn by its specialized business courts, responsive judiciary, and a deep body of corporate case law that historically provided certainty on governance and transactional matters. In recent years, however, a series of consequential Delaware Court of Chancery decisions have prompted a growing number of high-profile companies to redomesticate to competing jurisdictions-most notably Texas and Nevada. Management has been closely tracking these developments since late 2024, including amendments to the DGCL adopted in response to those decisions, the growing number of redomestications, and the legislative actions taken by Texas and Nevada to attract corporate domiciles.

Against this backdrop, management provided the Board and the nominating and corporate governance committee with updates on these developments, as described below.

The Board considered various factors in reaching its decision to approve the Redomestication and to recommend that our stockholders approve the Redomestication.

At the nominating and corporate governance committee meeting on February 6, 2025, the committee discussed with management, for the first time, reports that several high-profile Delaware corporations were redomesticating or considering redomestication to other states in light of recent decisions from the Delaware Court of Chancery.

These decisions had some corporations and their counsel questioning the long-standing predictability of the Delaware courts that corporations and their counsel have come to rely upon over many decades and the potential impact of this diminishing predictability on corporate structuring and planning under Delaware law, and were perceived by some as reflecting a more negative judicial tone towards boards and management. The nominating and corporate governance committee directed management to continue monitoring these developments.

At the Board meeting on February 20, 2025, management presented on developments in Delaware, including the Court of Chancery decisions and the reaction to these decisions, the potential advantages and disadvantages

of redomestication, and the process for effecting a redomestication. The Board directed management to continue its discussions with outside legal advisors and other experts regarding a potential redomestication in light of the Company's objectives.

In evaluating a potential redomestication of the Company, management focused on various factors it believed were particularly relevant to the Company, based on its discussions with the Board, including:

the Company's planned business operations and local ties in Texas;

the evolving legal and judicial landscape in Delaware, Nevada and Texas;

the corporate law developments in Delaware, Nevada and Texas;

differences between state laws, including around governance and shareholder rights;

differences between state litigation rights, case law and court systems;

differences between the Delaware Court of Chancery, Nevada's business docket, and the Texas Business Court;

investor perception and the possible impact of a redomestication on the Company's market value or reputation;

possible risks and opportunities related to redomestication; and

transaction costs.

Throughout the presentations, the committee raised various questions regarding the potential advantages and disadvantages of each jurisdiction, as well as the potential risks and opportunities associated with redomestication. Management and outside legal counsel responded to these questions. The committee also requested from management certain additional data and information to help inform its decision. Following the presentations,

in-house legal counsel and representatives from Fenwick discussed the redomestication process and next steps.

Following the February and March nominating and corporate governance committee and Board meetings, it was requested that management continue to engage with legal advisors and other experts, including the Chief Executive Officer of the Alliance for Corporate Excellence (who participated in drafting the amendments to the

TBOC, which were subsequently adopted in May 2025 (as described below)), as well as Dr. Shane Goodwin, Associate Dean and Finance Professor at Southern Methodist University and board leadership fellow at the National Association of Corporate Directors (NACD) to evaluate the potential redomestication of the Company.

During 2025, the Company's Chief Strategy & Legal Officer, Eric Lentell, testified before both the Texas Senate and House Judiciary & Civil Jurisprudence Committees at hearings to discuss certain proposed amendments to

Texas law and discussed with Texas senators and representatives the state's efforts to establish itself as a leading state for legal domestication and corporate decision making.

On March 25, 2025, the Governor of Delaware signed into law certain amendments to the DGCL (the "DGCL Amendments"). The DGCL Amendments, among other things, provide safe harbors for transactions between a Delaware corporation and its directors, officers and controlling stockholders, and impose conditions on, and clarify the scope of materials that must be produced in response to proper stockholder books and records demands.

It has been suggested that the DGCL Amendments were adopted in order to address perceived transactional uncertainty and reduce nuisance litigation.

At the Board meeting on April 22, 2025, management reviewed the history behind the Company's selection of Delaware as the Company's initial jurisdiction for incorporation, noted various legal matters brought against the Company under Delaware law since 2021, and provided an update on Delaware developments, including the effects and corporate and legal community reaction to the recently adopted DGCL Amendments. Management then presented a comparison of the perceived advantages and disadvantages of Delaware incorporation against Texas and Nevada, which included a discussion of proposed legislative reforms in Texas. The Board subsequently discussed and asked questions about the potential advantages, opportunities, and costs of each jurisdiction

and redomestication, directing management to provide further updates on potential redomestication.

At the nominating and corporate governance committee meeting on May 1, 2025, management provided an update on its ongoing diligence around a potential redomestication, including its consideration of various governance, operational and legal factors, including the recently adopted DGCL Amendments and reaction to the DGCL Amendments, and its current views on redomestication.

On May 14, 2025, the Governor of Texas signed into law amendments to the TBOC (the "TBOC Amendments"), substantially in the form initially proposed. Perhaps most significantly, the TBOC Amendments codified the business

judgment rule. Under the TBOC Amendments, a breach of duty claim may be brought against a director only if the plaintiff can rebut one or more of the business judgment rule's presumptions and prove intentional misconduct, fraud, an ultra vires act or a knowing violation of law. In addition, under the TBOC Amendments, emails, texts, social media posting and similar electronic communications are not generally considered books and records of a corporation unless such items effectuate a corporate act. While this is generally consistent with the analogous DGCL books and records statute, these materials may be available under limited circumstances in Delaware.

The TBOC Amendments also allow certain Texas corporations to include in their governing documents a provision establishing a minimum ownership threshold, not higher than 3% of the outstanding stock, that must be held by one or more shareholders in order to bring a derivative claim, and permit Texas corporations to include in their governing documents an enforceable waiver of the right to a jury trial concerning any internal entity claim. The TBOC defines an "internal entity claim" as a claim of any nature, including a derivative claim in the right of an entity, that is based on, arises from, or relates to the "internal affairs" of the entity, meaning the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and matters relating to its membership or ownership interests.

At the nominating and corporate governance committee meeting on July 16, 2025, management provided an update on its redomestication evaluation, and developments in Texas, particularly the recently adopted TBOC Amendments.

At the Board meeting on July 30, 2025, management provided an update on its redomestication evaluation, described the recently adopted TBOC Amendments and the corporate and legal community reaction to the TBOC Amendments. Management also identified public companies that had recently redomesticated or were proposing to redomesticate out of Delaware to Texas or Nevada, and the reasons cited by these companies for doing so.

Management responded to various questions from the Board regarding a potential redomestication.

At the nominating and corporate governance committee meeting on February 5, 2026, management advised the committee that based on its evaluation of the potential advantages and disadvantages, risks and opportunities, it was recommending that the Company redomesticate to Texas. Management cited several reasons for recommending redomestication to Texas, including Texas's more code-based approach to corporate law, which

could offer greater predictability by reducing reliance on judicial interpretation. Management also concluded that Texas was the best jurisdiction for advancing the Company's strategic objectives, given its pro-business culture, as evidenced by its recent legislative reforms aimed at modernizing corporate law, streamlining governance processes, and limiting opportunistic litigation, and its emergence as a leading jurisdiction for technology-focused businesses, and opportunities for the Company to operate in the state under the White House's eVTOL Integration Pilot Program ("eIPP"). The committee again reviewed the TBOC Amendments with management. It also considered the potential risks of redomestication in Texas and ways the Company could possibly mitigate these risks, as

well as the process for redomestication and the principal terms of a potential redomestication. The committee also reviewed with management the list of public companies that have recently submitted proposals to redomesticate from Delaware to Texas for stockholder approval, including the voting results of such proposals. Following extensive discussion, the nominating and corporate governance committee unanimously recommended the Board approve the Redomestication.

At the Board meeting on February 18, 2026, management and the nominating and corporate governance committee delivered their recommendation that the Company redomesticate from Delaware to Texas. The Board posed various questions to management and then engaged in an extensive discussion regarding the potential advantages and disadvantages and risks and opportunities of redomesticating to Texas. The Board also considered Nevada but determined Texas was the better fit given Archer's planned operational presence in the state, Texas's established business courts, and the increased predictability and clarity provided by the TBOC. Following such discussion, the Board directed management to prepare the Redomestication Proposal and other necessary documents and disclosures for the Redomestication for the Board's consideration and approval.

On April 15, 2026, the Board unanimously adopted resolutions (the "Redomestication Resolutions"), included as Appendix A to this Proxy Statement, (i) approving the Redomestication and the Plan of Conversion and

(ii) recommending the Redomestication, the Plan of Conversion and the Redomestication Resolutions be approved and adopted by the Company's stockholders.

As described below, our Board believes that there are several reasons the Redomestication is in the best interests of the Company and its stockholders.

Texas' Innovative Approach to Corporate Law and Business Friendly Mindset

Archer is developing the technologies and aircraft to power the future of advanced aviation. As a company operating in a rapidly evolving and highly innovative industry, Archer requires a legal framework that enables agile, forward-looking decision-making in support of our mission to lead the transformation of urban air transportation. After careful consideration, the Board and management have determined that Texas provides the best framework to achieve that mission.

Texas has emerged as a leading innovator in corporate law through the recently adopted TBOC Amendments, which modernize corporate governance, enhance statutory clarity, and codify key protections for boards and shareholders, most notably through clear and consistent standards for reviewing director and officer conduct that provide a degree of legal predictability that does not currently exist under Delaware law. This clarity directly serves stockholder interests by enabling sound, timely business decisions. Beyond its legal framework, Texas is one of the largest economies in the world, with a pro-business regulatory climate that minimizes administrative

burden, fosters innovation and economic growth. The Board believes Texas has shaped a policy and regulatory environment that takes into account many of the ways corporations seek to maximize stockholder value.

While Delaware has historically been recognized for its well-developed body of case law, the Board views Texas's code-based approach as better suited to Archer's strategic needs. The Board also considered the recent

DGCL Amendments but determined they may not fully address the Company's concerns, particularly given the significant political controversy surrounding their adoption and the resulting uncertainty as to how they will be applied.

Growing Ties to Texas

The Company is partnering with the Texas Department of Transportation for the deployment of its air taxis and early operations under the eIPP. The Company expects to collaborate closely with the state regulators, local partners, and host communities, to carry out a range of use cases for its aircraft in Texas to build public trust and drive adoption of air taxis.

We believe that becoming a Texas corporation would send a strong signal of our commitment to the state and its communities. Aligning our state of incorporation with a state where we are actively investing in local relationships, infrastructure, and community partnerships creates a strategic foundation that we believe will advance market adoption and support long-term value creation for our stockholders.

By comparison, we have no meaningful ties to Delaware. We currently have no operations in the state and no plans for operations in the state. Delaware was chosen as our state of incorporation because of its legal framework, not because of any operational or commercial connection to the state.

Managing Litigation Risk

As a company operating in the rapidly evolving eVTOL aircraft industry, our ability to move decisively across transactions, capital allocation, and strategic partnerships depends on a legal environment that supports sound board decision-making without the distraction and cost of opportunistic litigation. Texas has implemented a comprehensive set of protections against frivolous derivative claims, including: (i) a formal written demand requirement before stockholders may bring a derivative claim; (ii) applying the business judgment rule to independent board committee decisions involving transactions with controlling shareholders, directors, or officers; (iii) a 5% minimum ownership threshold or six-month holding period for books-and-records inspection rights, with the ability to deny inspection demands from stockholders with ongoing or anticipated litigation; and (iv) a prohibition on attorney fee awards in derivative proceedings that result only in disclosure-only settlements.

In addition, the TBOC permits Texas corporations to require that stockholders bringing derivative claims beneficially own up to 3% of outstanding shares at the time of filing. We plan to adopt this threshold, which we believe will help ensure that derivative litigation is led by stockholders with a genuine financial stake in the Company rather than

opportunistic litigants, thereby reducing frivolous claims, preserving capital, and strengthening our ability to attract and retain qualified directors and executives.

Franchise Tax Savings

As a Delaware corporation with operations in California, the Company currently has tax obligations in both states. For the most recent period, it paid approximately $250,000 in Delaware franchise taxes, which would no longer be required if the Redomestication is completed. The Company's California tax obligations would remain unchanged. Texas does not have a similar tax based on outstanding equity; Texas's franchise tax is based on taxable margin and is not affected by our jurisdiction of incorporation.

Although the Board believes that the Redomestication is in the best interests of the Company and its stockholders, there can be no assurance that the Redomestication will result in all or any of the contemplated benefits described in this Proxy Statement.

For a comparison of stockholders' rights and the material substantive provisions that apply to the Board and executive officers under Delaware and Texas law, see "Comparison of Stockholder Rights under Delaware and Texas Law" below.

Extensive Delaware Case Law and Established Court System

The Delaware Court of Chancery and Supreme Court are highly experienced business courts. They have an extensive body of case law on fiduciary duties, corporate governance, and commercial matters. Trials in the Chancery Court are heard by judges, who are experts in corporate law, appointed for 12-year terms, and Delaware statutory law is regularly updated by the legislature to address evolving business needs.

In contrast, Texas only recently established a dedicated Business Court, which began hearing corporate cases in September 2024. Texas judges are appointed for shorter terms (two-year terms), dispositive motion practice is more limited, and corporate governance cases may be tried to juries, unless a corporation waives that right in its charter. Additionally, certain important common law doctrines under Delaware law have not been adopted in Texas, and Texas courts may need to decide matters as a matter of first impression. As a result, the Company would

not have the same breadth of precedent in Texas to anticipate the legality of corporate affairs or shareholder challenges.

It is possible that familiarity with Delaware corporate law and perceptions regarding the breadth and stability of Delaware corporate law may impact the views of certain investors or certain members of the financial services industry, as well as potential director and officer candidates. It is also possible that these external perceptions regarding Delaware corporate law may impact the behaviors of such third parties, which could have an adverse effect on our business.

Annual versus Biennial Review of Corporate Statutes

The DGCL is reviewed annually, unlike the TBOC, which is reviewed every two years. The Council of the Corporation Law Section of the Delaware State Bar Association meets nearly year-round to review, recommend, and develop changes to the DGCL through specialized subcommittees, drawing on input from a large national and international bar. Proposed updates are submitted to the Delaware legislature in response to developments in practice and case law, allowing timely legislative action. Because the Texas legislature meets less frequently (every two years), it may not be able to respond to market and legal developments as quickly as Delaware.

Certain Differences Between Delaware and Texas Law

Although the Board has determined that the rights of stockholders under the DGCL and the TBOC are similar in many respects, the DGCL and Delaware case law collectively are different in certain respects from the TBOC and Texas case law in ways that may affect the rights of our stockholders. Please see the Company's summary of certain differences in the section entitled "Comparison of Stockholder Rights under Delaware and Texas Law."

The Board identified a handful of areas where the rule in Texas differs in some respect from the rule in Delaware. These were generally procedural differences and not relevant to the Company in the board of director's view.

Disclaimer

Archer Aviation Inc. published this content on May 05, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 05, 2026 at 17:56 UTC.