Archer Aviation Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001824502-26-000059
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001824502-26-000089
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 88 current paragraphs.
57 unchanged; 25 reworded; 6 added; 12 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Other income (expense), net decreased by $6.3 million, or 20.5%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was primarily due to $4.0 million of higher non-cash amortization of premium paid on purchase of short-term investments, $0.9 million of lower gain from non-cash changes in fair value of our warrant liabilities and $0.8 million increase in net loss from foreign currency denominated monetary assets and liabilities.
Current report
Interest income, net decreased by $3.7 million, or 22.7%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to lower interest income from lower average cash, cash equivalents and short-term investments.
Current report
As of September 30, 2026, we had $93.1 million of principal outstanding under three debt arrangements, as summarized below. Refer to Note 8 – Debt for additional information, including collateral, covenants, and compliance.
Current report
Credit Agreement. $65.0 million, fully drawn, to fund construction of our Covington, Georgia facility. The loan bears interest at SOFR plus 2.0% (SOFR floor of 0.0%). Interest-only payments continue through October 2026, followed by 84 equal monthly principal installments of approximately $0.2 million from November 14, 2026 with remaining principal balance becoming due at maturity on October 5, 2033.
Current report
Promissory Notes. $12.3 million aggregate principal on two asset-backed promissory notes entered into in September 2026. The notes bear fixed interest rates of 7.52% and 7.49%, require monthly principal and interest payments through October 2031, and require a balloon payment of approximately $8.3 million at maturity. The notes contain a minimum liquidity covenant.
Current report
In July 2026, we entered into an operating lease for a manufacturing and research and development facility in Morgan Hill, California. The lease commenced in July 2026, when we obtained access to the premises and has a non-cancellable term of 10.5 years, with a right to sublease subject to landlord consent. Aggregate undiscounted fixed base rent is approximately $96.5 million over the lease term, of which $2.3 million is payable within the next 12 months. At commencement, we recorded an operating lease ROU asset of $42.4 million and an operating lease liability of $44.1 million.
Removed paragraphs (12)
Previous report
Our Planned Lines of Business
Previous report
By maintaining an innovative and disciplined approach to new product and service development, manufacturing, and commercialization we believe that we can deliver advanced technologies and solutions to the aerospace and defense sectors that can service a broad range of industries and use cases. We intend to primarily operate in the following areas:
Previous report
•Commercial: This is planned to primarily consist of the sale of our piloted, commercial aircraft, physical AI solutions and related technologies and services, as well as providing direct-to-consumer air taxi services.
Previous report
•Defense: This is planned to primarily consist of the sale of next-generation UAS, physical AI solutions and related technologies and services for defense applications.
Previous report
Proposed Acquisition of Wisk, Insitu and SkyGrid
Previous report
On August 9, 2026, we entered into a definitive Equity Purchase Agreement (the “Purchase Agreement") with The Boeing Company (”Boeing”) to acquire all of the equity interests of Wisk Aero LLC, an autonomous aviation company, SkyGrid, a digital airspace integration and air traffic management platform, and Insitu, Inc., a manufacturer of unmanned aircraft systems and AI-enabled technologies, together with certain of their respective related entities (collectively, the “Target Companies” and such acquisition, the “Acquisition”) for total consideration consisting of (i) shares of our Class A common stock representing approximately 19.75% (subject to closing adjustments) of our shares outstanding immediately prior to the closing date of the Acquisition (the “Acquisition Closing Date”) and (ii) two warrants, each covering $100.0 million of Class A common stock, with the first warrant, with an exercise price of $13.00 per share, exercisable during the period beginning on the first anniversary through the third anniversary of the Acquisition Closing Date, and the second warrant, with an exercise price of $17.88 per share, exercisable during the period beginning on the first anniversary through the fourth anniversary of the Acquisition Closing Date. Under the terms of the Purchase Agreement, completion of the Acquisition is subject to agreed upon closing conditions, including regulatory clearances and required consents.
Previous report
For additional detail on the Acquisition, see the Current Report on Form 8-K filed on August 10, 2026, and Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.
Previous report
The following table sets forth our condensed consolidated statements of operations for the periods indicated:
Previous report
(1) Includes stock-based compensation expense as follows:
Previous report
Revenue increased by $6.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 as we generated $3.0 million revenue from FBO operations, $2.0 million revenue from the lease of space at Hawthorne Airport and $1.6 million from other sources.
Previous report
Other income (expense), net increased by $20.4 million, or 1020.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to non-cash changes in fair value of our warrant liabilities.
Previous report
On October 5, 2023, we entered into a $65.0 million credit agreement with Synovus Bank to fund the construction of our Covington, Georgia facility (the “Synovus Loan”). The loan bears interest at secured overnight financing rate (“SOFR”), plus 2.0% subject to a SOFR floor of 0.0% and requires interest-only payments for 36 months or through October 2026, followed by monthly principal and interest payments until maturity on October 5, 2033. The obligations are collateralized by specified cash and financial assets and are guaranteed by certain of our domestic subsidiaries. As of June 30, 2026, the facility was fully drawn at $65.0 million.
Reworded paragraphs (25)
Previous wording
Headquartered in Silicon Valley, California, Archer is building an end-to-end advanced air mobility platform that delivers air taxis, unmanned aircraft systems (“UAS”), aviation-related physical artificial intelligence (“AI”) solutions, and other technologies to customers worldwide across the commercial aerospace and defense sectors.
Current wording
Headquartered in Silicon Valley, California, Archer is building an end-to-end advanced aersopace and defense platform to deliver air taxis, unmanned aircraft systems (“UAS”), aviation-related physical artificial intelligence (“AI”) solutions, and other technologies to customers worldwide across the commercial aerospace and defense sectors.
Previous wording
We began generating revenue from the leasing of space at Hawthorne Airport in the fourth quarter of 2025. Lease revenue is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. In the second quarter of 2026, we also began generating FBO revenue from aviation fueling, ground handling, and related services at Hawthorne Airport. We expect revenue from both our hangar and FBO operations to increase as we bring additional spaces into service and expand FBO service offerings at Hawthorne Airport.
Current wording
We began generating revenue from the leasing of space at Hawthorne Airport in the fourth quarter of 2025. Lease revenue is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. In the second quarter of 2026, we also began generating fixed base operator (“FBO”) revenue from aviation fueling, ground handling, and related services at Hawthorne Airport. We expect revenue from both our hangar and FBO operations to increase as we bring additional spaces into service and expand FBO service offerings at Hawthorne Airport.
Previous wording
Research and development activities represent a significant part of our business. Our efforts focus on the design and development of our aircraft and certain systems within it. As part of those activities, we continue to work closely with U.S. and international regulators towards our goal of commercialization. Research and development expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on research and development activities, costs associated with developing and building prototype aircraft, associated facilities and
Current wording
Research and development (“R&D”) activities represent a significant part of our business. Our efforts focus on the design and development of our aircraft and certain systems within it. As part of those activities, we continue to work closely with U.S. and international regulators towards our goal of commercialization. Research and development expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on research and development activities, costs associated with developing and building prototype aircraft, associated facilities and IT infrastructure costs, and depreciation. We expect research and development expenses to increase significantly as we progress towards commercialization and manufacturing.
Previous wording
General and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees associated with administrative services such as finance, legal, human resources, information technology, associated facilities and IT infrastructure costs, depreciation, and amortization expense. We expect our general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations.
Current wording
General and administrative (“G&A”) expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees associated with administrative services such as finance, legal, human resources, information technology, associated facilities and IT infrastructure costs, depreciation, and amortization expense. We expect our general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Current wording
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
Previous wording
Revenue increased by $5.0 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 as we generated $3.0 million revenue from FBO operations, $1.0 million revenue from the lease of space at Hawthorne Airport and $1.0 million revenue from other sources.
Current wording
We generated revenue of $5.1 million and $11.7 million for the three and nine months ended September 30, 2026 from FBO operations, the lease of space at Hawthorne Airport, and other sources. We did not generate revenue for the three and nine months ended September 30, 2025.
Previous wording
Cost of revenue increased by $4.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces.
Current wording
Cost of revenue increased by $5.0 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces.
Previous wording
Cost of revenue increased by $5.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces.
Current wording
Cost of revenue increased by $10.6 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase primarily consisted of fuel and supplies costs associated with FBO operations, amortization of operating rights and master ground lease expense, depreciation, utilities, property taxes, and insurance associated with the leased spaces.
Previous wording
Research and development expenses increased by $63.6 million, or 52.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $27.8 million in personnel-related expenses driven by workforce expansion, $18.3 million in stock-based compensation expense, $12.7 million in engineering services and tools and materials to support our increased research and development activities, and $4.7 million in facilities, travel, and other operating costs.
Current wording
Research and development expenses increased by $77.6 million, or 64.3%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $28.7 million in personnel-related expenses driven by workforce expansion, $18.4 million in facilities, travel, and other operating costs, $15.8 million in engineering services and tools and materials to support our increased research and development activities, $7.8 million in warrant expense and $6.4 million in stock-based compensation expense.
Previous wording
Research and development expenses increased by $131.6 million, or 58.2%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $50.5 million in personnel-related expenses driven by workforce expansion, $39.3 million in stock-based compensation expense, $29.9 million in engineering services and tools and materials to support our increased research and development activities, and $11.8 million in facilities, travel, and other operating costs.
Current wording
Research and development expenses increased by $209.2 million, or 60.3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to increased investment in people and materials to advance technology development. The increase consisted of $79.2 million in personnel-related expenses driven by workforce expansion, $45.8 million in stock-based compensation expense, $45.7 million in engineering services and tools and materials to support our increased research and development activities, $32.2 million in facilities, travel, and other operating costs and $6.2 million in warrant expense.
Previous wording
General and administrative expenses increased by $83.1 million, or 88.4%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to an increase of $34.8 million in stock-based compensation expense, an increase of $11.7 million in personnel-related expenses, driven by an increase in our workforce, an increase of $22.1 million in professional services and IT infrastructure expenses, an increase of $8.4 million in facilities, travel, and other operating costs and an increase of $6.0 million for litigation settlement-related expense.
Current wording
General and administrative expenses increased by $36.9 million, or 68.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to an increase of $27.3 million in stock-based compensation expense, an increase of $8.9 million in professional services and IT infrastructure expenses, an increase of $4.4 million in personnel-related expenses, driven by an increase in our workforce, partially offset by a decrease of $3.7 million in facilities, travel, and other operating costs.
Previous wording
General and administrative expenses increased by $40.2 million, or 74.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to an increase of $15.5 million in stock-based compensation expense, an increase of $9.3 million in professional services and IT infrastructure expenses, an increase of $6.0 million for litigation settlement-related expense, an increase of $5.3 million in personnel-related expenses, driven by an increase in our workforce, and an increase of $4.1 million in facilities, travel, and other operating costs.
Current wording
General and administrative expenses increased by $120.0 million, or 81.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily due to an increase of $62.1 million in stock-based compensation expense, an increase of $16.1 million in personnel-related expenses, driven by an increase in our workforce, an increase of $37.0 million in professional services and IT infrastructure expenses and an increase of $6.0 million for litigation settlement-related expense, partially offset by a decrease of $1.2 million in facilities, travel, and other operating costs.
Previous wording
Other income (expense), net increased by $41.8 million, or 104.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to non-cash changes in fair value of our warrant liabilities. Refer to Note 12 -Warrants in the accompanying notes to our condensed consolidated financial statements for further details.
Current wording
Other income (expense), net decreased by $26.7 million, or 93.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease was primarily due to non-cash changes in fair value of our warrant liabilities. Refer to Note 12 -Warrants in the accompanying notes to our condensed consolidated financial statements for further details.
Previous wording
Interest income, net increased by $4.0 million, or 39.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to higher interest income from higher average cash, cash equivalents and short-term investments.
Current wording
Interest income, net increased by $8.0 million, or 22.7%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily due to higher interest income from higher average cash, cash equivalents and short-term investments.
Previous wording
As of June 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $1,560.6 million. We have incurred net losses since inception and have not generated any significant revenues to date. We expect to incur additional losses and higher operating expenses for the foreseeable future. We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations for at least the next 12 months, including meeting our working capital and capital expenditure requirements.
Current wording
As of September 30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments of $1,353.6 million. We have incurred net losses since inception and have not generated any significant revenues to date. We expect to incur additional losses and higher operating expenses for the foreseeable future. We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to fund our operations for at least the next 12 months, including meeting our working capital and capital expenditure requirements.
Previous wording
In connection with the Hawthorne Airport acquisition, we assumed a $16.1 million loan with Banc of California. The loan bears a fixed interest rate of 6.3% and matures in April 2030, with an option to extend to April 2035 at a rate of the five-year U.S. Treasury plus 2.7%. The loan is collateralized by a leasehold deed of trust on the properties.
Current wording
Hawthorne Airport Loan. $15.8 million outstanding on a loan assumed in the Hawthorne Airport acquisition. The loan bears a fixed interest rate of 6.3% and matures in April 2030, with an option to extend to April 2035.
Previous wording
During the six months ended June 30, 2026 and 2025, we issued 11,093,897 and 4,331,384 shares of Class A common stock, respectively, to certain vendors to satisfy $70.6 million and $40.2 million of current and future obligations.
Current wording
During the nine months ended September 30, 2026 and 2025, we issued 19,355,170 and 7,124,609 shares of Class A common stock, respectively, to certain vendors to satisfy $122.8 million and $68.1 million of current and future obligations.
Previous wording
We lease office, lab, hangar, manufacturing and storage facilities in the normal course of business. Under our operating leases as noted in Note 9 - Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements, we have current obligations of $17.1 million and long-term obligations of $99.6 million.
Current wording
We lease office, lab, hangar, manufacturing and storage facilities in the normal course of business. Under our operating leases as noted in Note 9 - Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements, we have undiscounted future lease payments of $19.1 million due within the next 12 months and $189.7 million due thereafter.
Previous wording
We continue to experience negative cash flows from operations as we are still working to design, develop, certify, and bring up manufacturing of our aircraft and thus have not generated any significant revenues from either of our planned lines of business. Our cash flows from operating activities primarily reflect our continued investments to support the growth of our research and development activities and related general and administrative functions. Our operating cash flows are also impacted by the working capital requirements to support growth and fluctuations in personnel-related expenditures, accounts payable, accrued interest and other current liabilities, and other current assets.
Current wording
We continue to experience negative cash flows from operations as we are still working to design, develop, certify, and bring up manufacturing of our aircraft and thus have not generated any significant revenues. Our cash flows from operating activities primarily reflect our continued investments to support the growth of our research and development activities and related general and administrative functions. Our operating cash flows are also impacted by the working capital requirements to support growth and fluctuations in personnel-related expenditures, accounts payable, accrued interest and other current liabilities, and other current assets.
Previous wording
Net cash used in operating activities during the six months ended June 30, 2026 was $305.5 million, resulting from a net loss of $480.9 million, reflecting our continued investment in our research and development activities. The net loss adjustment for non-cash items consists primarily of $156.0 million in stock-based compensation expense, a gain of $26.9 million due to a change in fair value of our warrant liabilities, and $17.9 million in depreciation and amortization. The net cash from changes in our net operating assets and liabilities was $19.4 million.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2026 was $470.1 million, resulting from a net loss of $755.5 million, reflecting our continued investment in our research and development activities. The net loss adjustment for non-cash items consists primarily of $242.5 million in stock-based compensation expense, a gain of $29.9 million due to a change in fair value of our warrant liabilities, and $29.7 million in depreciation and amortization. The net cash from changes in our net operating assets and liabilities was $21.2 million.
Previous wording
Net cash used in operating activities during the six months ended June 30, 2025 was $198.0 million, resulting from a net loss of $299.4 million, adjusted for non-cash items consisting primarily of $81.9 million in stock-based compensation, and $8.9 million in depreciation and amortization. The net cash provided by changes in our net operating assets and liabilities was $8.9 million.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2025 was $303.6 million, resulting from a net loss of $429.3 million, adjusted for non-cash items consisting primarily of $134.6 million in stock-based compensation, a gain of $30.8 million due to a change in fair value of our warrant liabilities, and $14.0 million in depreciation and amortization. The net cash provided by changes in our net operating assets and liabilities was $2.4 million.
Previous wording
Net cash provided by investing activities during the six months ended June 30, 2026 was $131.6 million, driven by proceeds from maturities of short-term investments of $230.0 million, partially offset by purchases of property and equipment of $69.7 million and business acquisition of $28.7 million.
Current wording
Net cash provided by investing activities during the nine months ended September 30, 2026 was $227.9 million, driven by proceeds from maturities of short-term investments of $368.0 million, partially offset by purchases of property and equipment of $101.4 million, business acquisition of $28.7 million, and $10.0 million investment in a private company.
Previous wording
Net cash used in investing activities during the six months ended June 30, 2025 was $34.1 million, driven by purchases of property and equipment of $28.9 million and acquisition of intangible assets of $5.2 million within the period.
Current wording
Net cash used in investing activities during the nine months ended September 30, 2025 was $1,102.6 million, driven by purchases of short-term investments in marketable securities of $1,048.1 million and purchases of property and equipment of $49.2 million within the period.
Previous wording
Net cash provided by financing activities during the six months ended June 30, 2026 was $5.1 million, driven by $5.3 million of net proceeds from employee stock option exercises and purchases under our employee stock purchase plan, partially offset by $0.2 million of principal repayments on debt.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2026 was $16.8 million, driven by $11.8 million of proceeds from issuance of promissory notes, $5.2 million of net proceeds from purchases under our employee stock purchase plan and $0.1 million of proceeds from exercise of stock options, partially offset by $0.3 million of principal repayments on debt.
Previous wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $1,121.3 million, driven by gross proceeds from the registered direct offering of $1,151.8 million, gross proceeds from the First 2024 PIPE Financing of $10.0 million, partially offset by payments of offering costs in connection with financing activities for $44.3 million.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2025 was $1,167.7 million, driven by gross proceeds from the registered direct offering of $1,151.8 million, gross proceeds from the First 2024 PIPE Financing of $10.0 million, and proceeds from shares issued under the ATM Program of $46.3 million, partially offset by payments of offering costs in connection with financing activities for $44.2 million.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
IT infrastructure costs, and depreciation. We expect research and development expenses to increase significantly as we progress towards commercialization and manufacturing.
Previous report — wording carried elsewhere
Interest income, net increased by $11.7 million, or 61.9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to higher interest income from higher average cash, cash equivalents and short-term investments.