Joby Aviation, Inc.

Previous wording

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of June 30, 2025, we had an accumulated deficit of $2,263 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.

Current wording

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of September 30, 2025, we had an accumulated deficit of $2,664 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.

Previous wording

For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025.

Current wording

For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Previous wording

We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing aerospace companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024.

Current wording

We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Previous wording

We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stages.

Current wording

We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stages and are more than halfway through the fourth stage.

Previous wording

In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program. Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In 2025, the DOD shifted its focus under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and notified us of their intent to reduce the scope of our existing contract. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities, but we may be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.

Current wording

In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program. Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In 2025, the DOD shifted its focus under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and reduced the scope of our existing contract. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities, but we may be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.

Previous wording

The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials. While tariffs have not had a material impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. We believe that our high level of vertical integration, coupled with our investments in U.S. manufacturing facilities, give us a competitive advantage with increased flexibility to adapt to future trade policy changes and are actively working to minimize the potential impact of any such tariffs or other restrictions. See Part II, Item 1A. “Risk Factors” for more information.

Current wording

The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials. While tariffs have not had a material impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. We believe that our high level of vertical integration, coupled with our investments in U.S. manufacturing facilities, give us a competitive advantage with increased flexibility to adapt to future trade policy changes and are actively working to minimize the potential impact of any such tariffs or other restrictions. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Previous wording

Flight services revenue primarily includes consideration received for our performance of customer-directed flights and on-base operations for various DOD agencies. We recognize revenue as we fulfill our performance obligations in an amount that reflects the consideration we expect to receive.

Current wording

Other revenue primarily includes revenue from government flight services and engineering services. Government flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various U.S. Department of Defense (DOD) agencies. The other revenue is recognized (i) over time, as the performance obligations are satisfied, in an amount that reflects the consideration we expect to be entitled to in exchange for those services, typically measured based on flight hours, service hours, milestones, or other relevant metrics; or (ii) at a point in time, upon termination of a contract, if applicable, when we have fulfilled our obligations and no further performance is required.

Previous wording

Flight services expenses consist primarily of costs related to flight, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft electricity cost, as directly attributed to our performance of the flight services. Flight services expenses do not include the costs of manufacturing our aircraft and aircraft parts as such costs are expensed when incurred as Research and Development Expenses (see below).

Current wording

Cost of Revenue consist primarily of costs related to operators of aircraft and vehicles, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft fuel or electricity cost, landing fees, pilot salaries, as directly attributed to our performance of the flight services and costs of providing engineering services. Flight services expenses do not include the costs of manufacturing our aircraft and aircraft parts as such costs are expensed when incurred as Research and Development Expenses (see below).

Previous wording

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period.

Current wording

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period, except for the Private Placement Warrants, which were fully exercised on August 11, 2025 as described in Note 8 of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Research and development expenses increased by $23.4 million, or 21%, to $136.4 million during the three months ended June 30, 2025 from $113.0 million during the three months ended June 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, and a decrease in expense reduction due to lower grants earned as part of our government contracts.

Current wording

Research and development expenses increased by $23.0 million, or 18%, to $149.2 million during the three months ended September 30, 2025 from $126.1 million during the three months ended September 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, and a decrease in expense reduction due to lower grants earned as part of our government contracts.

Previous wording

Total other income, net decreased by $148.1 million, or 205%, to a loss of $75.8 million during the six months ended June 30, 2025 from a gain of $72.4 million during the six months ended June 30, 2024. The decrease was primarily driven by a $104.1 million change in the fair value of warrants and earnout shares from a gain of $48.8 million during the six months ended June 30, 2024 to a loss of $55.3 million during the six months ended June 30, 2025, a loss of $40.3 million from the common stock issuance in private placement relating to difference between the amount of aggregated purchase price received and the fair value of shares issued as of the date of issuance, and a $3.8 million decrease in interest and other income due to decreased interest rates on lower invested funds.

Current wording

Total other income (loss), net decreased by $232.8 million to a loss of $219.5 million during the three months ended September 30, 2025 from income of $13.4 million during the three months ended September 30, 2024. The decrease was primarily driven by a $233.0 million change in the fair value of warrants and earnout shares from a gain of $3.8 million during the three months ended September 30, 2024 to a loss of $229.1 million during the three months ended September 30, 2025, and a $0.1 million increase in interest and other income.

Previous wording

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Current wording

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Previous wording

Research and development expenses increased by $42.0 million, or 18%, to $270.7 million during the six months ended June 30, 2025 from $228.6 million during the six months ended June 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, a decrease in expense reduction due to lower grants earned as part of our government contracts, and an increase of materials, tooling and depreciation required for our prototype development and testing.

Current wording

Research and development expenses increased by $65.1 million, or 18%, to $419.8 million during the nine months ended September 30, 2025 from $354.8 million during the nine months ended September 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, a decrease in expense reduction due to lower grants earned as part of our government contracts, and an increase of materials, tooling, depreciation, facilities and software required for our prototype development and testing.

Previous wording

Total other income, net decreased by $177.7 million or 846% , to a loss of $156.7 million during the three months ended June 30, 2025 from a gain of $21.0 million during the three months ended June 30, 2024. The decrease was primarily driven by a $136.1 million change in the fair value of warrants and earnout shares from a gain of $9.8 million during the three months ended June 30, 2024 to a loss of $126.3 million during the three months ended June 30, 2025, a loss of $40.3 million from the common stock issuance in private placement relating to difference between the amount of aggregated purchase price received and the fair value of shares issued as of the date of issuance and a $1.3 million decrease in interest and other income due to decreased interest rates on lower invested funds.

Current wording

Total other income (loss), net decreased by $381.0 million, or 444%, to a loss of $295.3 million during the nine months ended September 30, 2025 from income of $85.7 million during the nine months ended September 30, 2024. The decrease was primarily driven by a $337.1 million change in the fair value of warrants and earnout shares from a gain of $52.7 million during the nine months ended September 30, 2024 to a loss of $284.4 million during the nine months ended September 30, 2025, a loss of $40.3 million from the common stock issuance in private placement relating to difference between the amount of aggregated purchase price received and the fair value of shares issued as of the date of issuance, and a $3.6 million decrease in interest and other income due to decreased interest rates on lower invested funds.

Previous wording

In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering (the “Public Offering”) of 46,000,000 shares of our common stock.

Current wording

In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering of 46,000,000 shares of our common stock.

Previous wording

In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (the “Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an “at-the-market”offering (the “ATM Offering”). As of June 30, 2025, 22,258,403 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $172.2 million. As of June 30, 2025, $127.8 million remains available for sale under the Equity Distribution Agreement.

Current wording

In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (“Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an “at-the-market”offering (“ATM Offering”). As of September 30, 2025, 29,317,798 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $273.2 million. As of September 30, 2025, $18.4 million remains available for sale under the Equity Distribution Agreement.

Previous wording

In addition, on October 1, 2024, we entered a stock purchase agreement with Toyota Motor Corporation (“Toyota”) pursuant to which Toyota has committed to invest up to $500.0 million, subject to certain closing conditions (the “Toyota Investment”). As of June 30, 2025, pursuant to the stock purchase agreement, 49,701,790 shares had been issued at a price per share of $5.03 aggregating to $250,000,000.

Current wording

In May 2025, we issued 49,701,790 shares at a price per share of $5.03 for a total of $250.0 million pursuant to a stock purchase agreement with Toyota Motor Corporation (“Toyota”) that we entered in October 2024. Pursuant to the agreement, Toyota has committed to invest up to $500.0 million, subject to certain closing conditions (“Toyota Investment”).

Previous wording

As of June 30, 2025, we had cash, cash equivalents and restricted cash of $337.0 million and short-term investment in marketable securities of $654.7 million. Restricted cash, totaling $0.7 million, reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Current wording

As of September 30, 2025, we had cash, cash equivalents and restricted cash of $209.4 million and short-term investment in marketable securities of $769.8 million. Restricted cash, totaling $1.0 million, primarily reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $217.5 million, consisting primarily of a net loss of $407.1 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $55.3 million loss from change in the fair value of warrants and earnout shares, $53.6 million stock-based compensation expense, a $40.3 million loss related to common stock issuance in a private placement, a net decrease in our net working capital of $26.7 million and $18.9 million depreciation and amortization expense, partially offset by a $5.1 million net accretion and amortization of our investments in marketable securities.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $356.7 million, consisting primarily of a net loss of $808.3 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $284.4 million loss from change in the fair value of warrants and earnout shares, $86.4 million stock-based compensation expense, a $40.3 million loss related to common stock issuance in a private placement, a net decrease in our net working capital of $18.6 million and $29.1 million depreciation and amortization expense, partially offset by a $7.3 million net accretion and amortization of our investments in marketable securities.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2024 was $205.5 million, consisting primarily of a net loss of $217.9 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $55.4 million stock-based compensation expense and $17.2 million depreciation and amortization expense, partially offset by a $48.8 million gain from change in the fair value of warrants and earnout shares and a $9.5 million net accretion and amortization of our investments in marketable securities.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $315.8 million, consisting primarily of a net loss of $361.8 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $82.8 million stock-based compensation expense and $26.1 million depreciation and amortization expense, partially offset by a $52.7 million gain from change in the fair value of warrants and earnout shares and a $13.0 million net accretion and amortization of our investments in marketable securities.

Previous wording

Net cash provided by investing activities for the six months ended June 30, 2024 was $171.3 million, primarily due to proceeds from sales and maturities of marketable securities of $356.5 million, partially offset by purchases of marketable securities of $169.9 million and purchases of property and equipment of $15.3 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $66.9 million, primarily due to proceeds from sales and maturities of marketable securities of $565.6 million and the Blade acquisition of $1.9 million, partially offset by purchases of marketable securities of $594.2 million and purchases of property and equipment of $40.1 million.

Previous wording

Net cash provided by investing activities for the six months ended June 30, 2025 was $56.2 million, primarily due to proceeds from sales and maturities of marketable securities of $368.7 million, partially offset by purchases of marketable securities of $285.4 million and purchases of property and equipment of $27.1 million.

Current wording

Net cash provided by investing activities for the nine months ended September 30, 2024 was $259.4 million, primarily due to proceeds from sales and maturities of marketable securities of $593.1 million, partially offset by purchases of marketable securities of $308.5 million and purchases of property and equipment of $25.2 million.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $298.0 million, primarily due to net proceeds of $249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $43.0 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the 2021 ESPP of $5.0 million and $1.0 million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by repayment of tenant improvement loan and obligations under finance lease of $0.9 million .

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $432.6 million, primarily due to net proceeds of $249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $143.9 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the 2021 ESPP of $5.0 million and $35.0 million proceeds from exercise of stock options and common stock warrants, partially offset by repayment of tenant improvement loan and obligations under finance lease of $1.2 million .

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2024 was $5.3 million, primarily due to proceeds from the issuance of common stock under the 2021 ESPP of $4.9 million.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2024 was $4.7 million, primarily due to proceeds from the issuance of common stock under the 2021 ESPP of $4.9 million.