On this page of StockholderLetter.com we present the latest annual shareholder letter from Archer Aviation Inc. — ticker symbol ACHR. Reading current and past ACHR letters to shareholders can bring important insights into the investment thesis.

 •  4/30/2026 Letter Continued (Full PDF)
 •  4/28/2023 ACHR Stockholder Letter
 •  4/29/2024 ACHR Stockholder Letter
 •  4/30/2025 ACHR Stockholder Letter
 •  More "Aerospace & Defense" Category Stockholder Letters
 •  ACHR Benford's Law Stock Score = 88

ACHR Shareholder/Stockholder Letter Transcript:

ADAM GOLDSTEIN
Founder & Chief Executive Officer
TO OUR STOCKHOLDERS:
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    businessfriendly 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,
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.

Notice of Annual Meeting of Stockholders
Date and Time
Virtual Meeting Site
Who Can Vote
June 26, 2026,
12:00 p.m. Pacific
Time
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
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE
AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT
YOUR SIGNED AND DATED PROXY CARD BY MAIL AS SOON AS POSSIBLE, SO THAT YOUR SHARES
MAY BE REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
ERIC LENTELL
Chief Strategy & Legal Officer
2026 Proxy Statement
2

TABLE OF CONTENTS
PROXY SUMMARY
5
CORPORATE GOVERNANCE
8
PROPOSAL NO. 1     ELECTION OF CERTAIN DIRECTORS
17
PROPOSAL NO. 2     APPROVAL OF REDOMESTICATION OF THE COMPANY TO TEXAS BY
CONVERSION
24
PROPOSAL NO. 3     RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
54
PROPOSAL NO. 4     ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
56
REPORT OF THE AUDIT COMMITTEE
57
EXECUTIVE OFFICERS
58
REPORT OF THE COMPENSATION COMMITTEE
59
EXECUTIVE COMPENSATION
60
Compensation Discussion & Analysis
60
Executive Compensation Tables
73
PAY VERSUS PERFORMANCE
81
EQUITY COMPENSATION PLAN INFORMATION
85
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
88
GENERAL INFORMATION
90
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 TO BE HELD ON JUNE 26, 2026 AT 12:00 P.M. PACIFIC TIME.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING.
THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT 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.
FORWARD-LOOKING STATEMENTS
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 www.sec.gov.
2026 Proxy Statement
4

4/30/2026 Letter Continued (Full PDF)

 

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