8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 27, 2025

Archer Aviation Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: 650-272-3233

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). There were 380,658,178 shares of Class A common stock present at the Annual Meeting, online or by proxy, which constituted a quorum. The voting results are presented below.

Proposal 1: Election of Directors.

The Company’s stockholders elected two directors to serve as Class I directors until the 2028 Annual Meeting of Stockholders or until they or their successors are elected and qualified. The votes regarding the election of directors were as follows:

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal received the following votes:

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as presented in the Company’s 2025 proxy statement. The proposal received the following votes:

Proposal 4: Approval of Share Issuance to Stellantis

The Company’s stockholders approved, in accordance with the listing rules of the New York Stock Exchange, the issuance of shares of Class A Common Stock to Stellantis N.V. (together with its subsidiaries, "Stellantis") pursuant to that certain subscription agreement between the parties dated as of December 11, 2024. The proposal received the following votes:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.