STLA.NYSEStellantis NV

SCHEDULE: Stellantis Boosts Archer Aviation Stake to 10.4%

Sentiment:

Beneficial Ownership Update


Stellantis N.V. has increased its beneficial ownership in Archer Aviation Inc. to 10.4% following the vesting and exercise of warrants.

Capital raiseThe filing references 81,250,000 shares of Class A common stock issued pursuant to a securities purchase agreement entered into by the Issuer on November 6, 2025, which represents a capital raise.The exercise of Tranche 2 and Tranche 3 of the Stellantis Warrant, each for 5,000,000 shares at an exercise price of $0.01 per share, constitutes a capital infusion for Archer Aviation.

Summary

  • Stellantis N.V. now beneficially owns 78,235,067 shares of Archer Aviation Inc. Class A Common Stock, representing 10.4% of the class.
  • Stellantis Europe S.P.A. beneficially owns 8,577,024 shares, representing 1.1% of the class, with shared voting and dispositive power.
  • The percentage calculations are based on 651,341,543 shares outstanding as of October 31, 2025, plus additional shares issued or issuable from various agreements.
  • On January 3, 2025, Tranche 2 of the Stellantis Warrant vested and became exercisable, allowing for the issuance of 5,000,000 shares at an exercise price of $0.01 per share.
  • On May 27, 2025, Stellantis acquired the FCA US Warrant from FCA US for cash consideration, leading to FCA US and its affiliates ceasing beneficial ownership.
  • On January 3, 2026, Tranche 3 of the Stellantis Warrant vested and became exercisable, allowing for the issuance of another 5,000,000 shares at an exercise price of $0.01 per share.

Sentiment

Score: 7

Explanation: The filing indicates a strengthening of the strategic partnership between Stellantis and Archer Aviation through increased ownership and governance rights, which is generally positive for Archer. The exercise of warrants at a low price is also a positive for Stellantis. No negative operational news is present.

Positives

  • Stellantis's increased stake demonstrates continued commitment and confidence in Archer Aviation's future and strategic partnership.
  • The exercise of warrants at a low price ($0.01 per share) indicates a favorable entry point for Stellantis's additional investment.

Negatives

  • No explicit negatives are detailed in this ownership disclosure.

Risks

  • No specific risks are mentioned in this Schedule 13D filing.

Future Outlook

Stellantis maintains the right to nominate one Class II director to Archer Aviation's Board of Directors for annual meetings from 2026 through 2029, provided its beneficial ownership remains at least 12.5% of the outstanding Class A Common Stock. This indicates a long-term strategic interest and potential for increased influence in Archer's governance.

Industry Context

Stellantis's continued and increasing investment in Archer Aviation underscores the growing interest and strategic importance of the electric vertical takeoff and landing (eVTOL) sector within the broader automotive and mobility industries. This move by a major automotive OEM like Stellantis highlights a trend towards diversification into future mobility solutions, potentially accelerating the development and commercialization of Archer's aircraft and urban air mobility services. It also signals a deepening partnership between traditional automotive manufacturing and innovative aerospace technology.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Class II DirectorNATo be nominated by StellantisAnnual meetings from 2026 through 2029Stellantis's right to nominate a director based on maintaining a 12.5% beneficial ownership stake.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board Nomination RightStellantis gains the right to nominate one Class II director to Archer Aviation's Board of Directors, contingent on maintaining at least 12.5% beneficial ownership of Class A Common Stock, for annual meetings from 2026 through 2029.Annual meetings from 2026Increases Stellantis's influence over Archer's strategic direction and corporate decisions, particularly regarding dividends and asset sales.

Related Party Transactions

  • On May 27, 2025, Stellantis purchased the FCA US Warrant from FCA US in exchange for cash consideration. Both Stellantis and FCA US are related entities within the Stellantis corporate group.

Stakeholder Impact

  • Shareholders: Increased strategic alignment with a major automotive OEM (Stellantis) could be viewed positively, potentially enhancing Archer's credibility and access to resources. However, the issuance of new shares (from warrant exercises and other agreements) could lead to dilution.
  • Management: The potential addition of a Stellantis-nominated director to the board could influence strategic decision-making and operational priorities.
  • Employees: A stronger partnership with Stellantis could provide greater stability and resources for Archer's development efforts.
  • Creditors: A robust strategic partnership and capital infusions could improve Archer's financial stability and creditworthiness.

Next Steps

  • Stellantis may nominate one individual for election to Archer Aviation's Board as a Class II director at annual meetings from 2026 through 2029, provided its beneficial ownership remains at least 12.5%.

Key Dates

DateDescription
2025-01-03Tranche 2 of the Stellantis Warrant became vested and exercisable, allowing for the issuance of 5,000,000 shares of Class A Common Stock to Stellantis at an exercise price of $0.01 per share.
2025-05-27Stellantis purchased the FCA US Warrant from FCA US in exchange for cash consideration, resulting in FCA US and its affiliates ceasing beneficial ownership of Class A Common Stock.
2025-10-31Date as of which 651,341,543 shares of Class A Common Stock were outstanding, as reported in Archer Aviation's Form 10-Q filed on November 6, 2025.
2025-11-06Archer Aviation filed its quarterly report on Form 10-Q with the SEC. Also, 81,250,000 shares of Class A common stock were issued pursuant to a securities purchase agreement.
2025-11-241,517,618 shares of Class A Common Stock were issued pursuant to a license agreement.
2026-01-03Tranche 3 of the Stellantis Warrant became vested and exercisable, allowing for the issuance of 5,000,000 shares of Class A Common Stock to Stellantis at an exercise price of $0.01 per share. This is the event date requiring this filing.
2026-01-06Date of signature for the Schedule 13D filing by Stellantis N.V. and related entities.

Recommendation

hold

The filing details an expected increase in Stellantis's ownership stake in Archer Aviation through warrant exercises and internal transfers, reinforcing an existing strategic partnership. While the increased commitment from a major OEM is a positive signal for Archer's long-term prospects and validates its technology, this specific filing primarily confirms pre-existing agreements and does not introduce new, unexpected catalysts for immediate significant price movement. The dilution from warrant exercises is also an expected part of the investment structure. Therefore, a 'hold' recommendation is appropriate as investors should continue to monitor Archer's operational progress and market developments rather than reacting solely to this expected ownership update.

Keywords

Archer Aviation, Stellantis, Class A Common Stock, Beneficial Ownership, Warrants, SEC Filing, eVTOL, Automotive Investment, Equity Stake

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