Archer Aviation Inc

Registered Share Issuances. On or about May 12, 2025, we will issue an aggregate of $23.3 million of shares of our Class A common stock, issuable in satisfaction of payment to certain vendors for services rendered (collectively, the “Vendor Shares”).

An aggregate of $1.0 million of Vendor Shares (the “S-3 Vendor Shares”) were offered by us pursuant to our shelf registration statement on Form S-3 (File No. 333-279289), which was filed with the SEC on May 10, 2024 and declared effective by the SEC on May 16, 2024, including the prospectus supplement dated February 14, 2025, and accompanying prospectus. An aggregate of $22.3 million Vendor Shares (the “S-3ASR Vendor Shares”) were offered by us pursuant to our shelf registration statement on Form S-3ASR (File No. 333-284812), which was filed with the SEC on February 11, 2025 and was automatically effective on the same date, including the prospectus supplements dated February 28, 2025 and May 12, 2025, and accompanying prospectus.

A copy of the opinion of Fenwick & West LLP relating to the validity of the S-3 Vendor Shares and the S-3ASR Vendor Shares was filed as Exhibit 5.1 to our Annual Report and a copy of the opinion of Fenwick & West LLP relating to the validity of shares is filed herewith as Exhibit 5.1.

Rule 10b5-1 Trading Plans. During the three months ended March 31, 2025, except as described below, none of our directors or officers adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, in each case as defined in Item 408 of Regulation S-K:

On March 31, 2025, Eric Lentell, General Counsel of the Company, adopted a trading arrangement for the sale of the Company’s Class A common stock. The trading arrangement, which expires on December 31, 2025, provides for the potential sale of approximately 100,000 shares of Class A common stock following the vesting and settlement of certain equity awards pursuant to the terms of the plan. Because the actual number of shares to be sold under this trading plan will be net of the shares sold to satisfy Mr. Lentell’s tax obligations, the precise number of shares that may be sold is not yet determinable.

All of the trading arrangements listed above are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings to the extent required by law.