Form 4: Joby Aviation Director Sells Shares Under 10b5-1 Plan

Joby Aviation Director Paul Sciarra has sold a portion of his common stock holdings through a pre-arranged 10b5-1 trading plan, while also receiving new restricted stock units.

Summary

• Paul Sciarra, a Director at Joby Aviation, Inc. (JOBY), executed a sale of 83,334 shares of common stock on June 1, 2026, under a 10b5-1 trading plan adopted on October 9, 2025. The weighted average sale price was $12.00 per share.
• Following the sale, Sciarra beneficially owns 55,828,057 shares indirectly through the Sciarra Management Trust.
• Additionally, Sciarra acquired 19,157 Restricted Stock Units (RSUs) on June 2, 2026, as part of the 2025 Annual Award for non-employee directors. These RSUs are set to vest on June 6, 2026, or the next annual meeting.
• He also acquired 18,850 RSUs on June 2, 2026, as part of the 2026 Annual Award, which will vest on June 2, 2027, or the next annual meeting.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative due to the director's sale of a significant number of shares, despite the transaction being conducted under a 10b5-1 plan.

Positives

• Director Paul Sciarra continues to hold a significant beneficial ownership of Joby Aviation shares, indicating ongoing commitment.
• The acquisition of new Restricted Stock Units (RSUs) demonstrates continued equity-based compensation and alignment with company performance for directors.
• The sale was conducted under a Rule 10b5-1 trading plan, which is designed to provide an affirmative defense against allegations of insider trading, suggesting adherence to compliance protocols.

Negatives

• Director Paul Sciarra sold a substantial number of shares (83,334) from his holdings.
• The sale occurred at an average price of $12.00 per share, which may represent a point of concern for investors if the stock price is expected to rise significantly.

Risks

• The sale of shares by a director, even under a 10b5-1 plan, can sometimes be interpreted negatively by the market, potentially impacting investor sentiment.
• Vesting of RSUs is contingent on continued status as a Service Provider, introducing a risk of forfeiture if the director's status changes before the vesting date.

Future Outlook

The filing indicates future vesting of Restricted Stock Units (RSUs) for the 2025 and 2026 annual awards, with specific vesting dates in June 2026 and June 2027, respectively, subject to continued service.

Management Comments

• The sale was made pursuant to the Reporting Person's approved 10b5-1 trading plan adopted on October 9, 2025.
• The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
• The shares of common stock are held of record by Sciarra Management Trust. The Reporting Person has voting and dispositive power of the shares held by Sciarra Management Trust therefore may be deemed to be the beneficial owner of such shares.
• The shares of common stock are held of record by the Sciarra Foundation. The Reporting Person has voting and dispositive power of the shares held by the Sciarra Foundation therefore may be deemed to be the beneficial owner of such shares.
• Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "2025 Annual Award"). The 2025 Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 6, 2026, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting.
• Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "2026 Annual Award"). The 2026 Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 2, 2027, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting.

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales by directors, are closely watched by the market. While this sale is executed under a pre-arranged 10b5-1 plan, which is a standard compliance tool, the volume of shares sold can still influence investor perception of management's confidence in the company's near-term prospects.

Stakeholder Impact

• Shareholders: May perceive the director's sale as a signal of reduced confidence, potentially impacting share price. However, the 10b5-1 plan mitigates concerns about insider trading.
• Employees: Continued equity awards (RSUs) to directors may signal ongoing commitment to performance-based compensation, which can indirectly benefit employees through company success.
• Management: The use of a 10b5-1 plan demonstrates adherence to corporate governance best practices for insider trading compliance.

Next Steps

• Vesting of 2025 Annual Award of RSUs on or before June 6, 2026.
• Vesting of 2026 Annual Award of RSUs on or before June 2, 2027.

Key Dates

Recommendation

The filing details a director's sale of shares under a 10b5-1 plan, which is a standard compliance measure. While insider sales can be a negative signal, the pre-planned nature and the director's continued indirect beneficial ownership of a substantial number of shares suggest a 'hold' rather than a 'sell' recommendation. The acquisition of new RSUs also indicates ongoing incentive alignment. Further analysis of Joby Aviation's overall financial health and strategic progress is recommended before considering a stronger stance.

Keywords

Joby Aviation, JOBY, Form 4, Insider Trading, 10b5-1 Plan, Stock Sale, Restricted Stock Units, Director Transactions, Beneficial Ownership, Equity Compensation