SCHEDULE: Vertical Aerospace Insider Adjusts Stake

Sentiment:

Beneficial Ownership Update


Stephen Fitzpatrick and Imagination Aero Investment Ltd. updated their beneficial ownership in Vertical Aerospace Ltd. following recent share transactions and a reverse stock split.

Capital raiseThe calculation of outstanding shares includes 98,527,721 Ordinary Shares issued in the Issuer's public offering.Details of this public offering are described in the Issuer's Prospectus Supplement to the Prospectus dated May 28, 2025, which was filed with the SEC on September 5, 2025.

Summary

  • This filing is Amendment No. 7 to the Schedule 13D, updating previous beneficial ownership statements for Vertical Aerospace Ltd.
  • Vertical Aerospace Ltd. (the "Issuer") completed a one-for-ten reverse stock split of its Ordinary Shares on September 20, 2024.
  • Stephen James Fitzpatrick beneficially owns an aggregate of 14,190,914 Ordinary Shares, representing 13.71% of the class.
  • Imagination Aero Investment Ltd., controlled by Stephen Fitzpatrick, beneficially owns 5,200,000 Ordinary Shares, representing 5.02% of the class.
  • The beneficial ownership for Imagination Aero includes 5,000,000 Ordinary Shares issuable upon the exercise of outstanding warrants and 200,000 Ordinary Shares held directly.
  • The percentage of class calculations are based on 103,527,721 Ordinary Shares outstanding, which accounts for 98,527,721 shares issued in a public offering and the 5,000,000 warrant shares.
  • Stephen Fitzpatrick, through Winterflood Securities Limited, executed multiple transactions between August 26, 2025, and September 26, 2025, involving a total of 925,868 shares at prices ranging from $4.46 to $5.98 per share.

Sentiment

Score: 6

Explanation: The filing reports an insider's continued significant beneficial ownership and recent trading activity in the company's stock. While the transactions themselves are neutral, the sustained large stake by a key individual can be viewed as a modest positive signal of confidence. The filing primarily provides factual updates on ownership and does not contain explicit positive or negative operational news.

Positives

  • Stephen Fitzpatrick, a key insider, maintains a significant beneficial ownership of 13.71% in Vertical Aerospace Ltd., indicating continued substantial interest.
  • Recent transactions by Stephen Fitzpatrick demonstrate active engagement with the company's stock, which can be a sign of ongoing confidence.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

  • Shareholders: Provides transparency on a significant insider's holdings and recent trading activity, which can influence investor sentiment and perceptions of management confidence.

Key Dates

DateDescription
March 22, 2024Original Schedule 13D filed with the SEC.
September 20, 2024Issuer's one-for-ten reverse stock split of Ordinary Shares effected.
November 25, 2024Amendment No. 1 to Schedule 13D filed.
December 17, 2024Amendment No. 2 to Schedule 13D filed.
December 26, 2024Amendment No. 3 to Schedule 13D filed.
January 31, 2025Amendment No. 4 to Schedule 13D filed.
March 24, 2025Amendment No. 5 to Schedule 13D filed.
May 28, 2025Date of Prospectus Supplement to the Prospectus.
August 25, 2025Amendment No. 6 to Schedule 13D filed.
August 26, 2025Transaction of 30,000 shares at $5.17 per share.
August 27, 2025Transaction of 30,000 shares at $4.96 per share.
August 28, 2025Transaction of 30,000 shares at $5.06 per share.
August 29, 2025Transaction of 30,000 shares at $4.95 per share.
September 2, 2025Transaction of 100,000 shares at $4.79 per share.
September 3, 2025Transaction of 100,000 shares at $4.73 per share.
September 4, 2025Transaction of 100,000 shares at $4.50 per share.
September 5, 2025Prospectus Supplement filed with the SEC; Transaction of 100,000 shares at $4.50 per share.
September 8, 2025Transaction of 100,000 shares at $4.46 per share.
September 9, 2025Transaction of 100,000 shares at $4.64 per share.
September 10, 2025Transaction of 75,868 shares at $4.87 per share.
September 24, 2025Transaction of 100,000 shares at $5.98 per share.
September 25, 2025Transaction of 100,000 shares at $5.55 per share.
September 26, 2025Date of event which requires filing of this statement; Transaction of 100,000 shares at $5.47 per share.
September 29, 2025Signature date for this Amendment No. 7 filing.

Recommendation

hold

This Schedule 13D amendment primarily updates beneficial ownership information and reports recent trading activity by a significant insider, Stephen Fitzpatrick. While his continued substantial stake (13.71%) and active trading suggest ongoing engagement, the filing does not contain new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a definitive 'buy' or 'sell' recommendation. The transactions themselves show a range of prices, indicating regular market activity rather than a strong directional signal. Therefore, a 'hold' recommendation is appropriate, pending further operational or financial disclosures.

Keywords

Vertical Aerospace, VA, Ordinary Shares, Schedule 13D, beneficial ownership, insider trading, stock split, warrants, Stephen Fitzpatrick, Imagination Aero

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