SCHEDULE: Vertical Aerospace Insider Boosts Stake to 8.1%

Stephen Fitzpatrick and Imagination Aero Investment Ltd. have increased their beneficial ownership in Vertical Aerospace Ltd. to 8.1% following recent share acquisitions.

Summary

• Stephen Fitzpatrick and Imagination Aero Investment Ltd. (Reporting Persons) collectively beneficially own 8,490,914 Ordinary Shares of Vertical Aerospace Ltd.
• This aggregate ownership represents 8.10% of the outstanding Ordinary Shares.
• The percentage is calculated based on 104,787,293 Ordinary Shares outstanding, which includes 99,787,293 shares as of September 30, 2025, and 5,000,000 shares issuable upon warrant exercise to Imagination Aero.
• Stephen Fitzpatrick holds sole voting and dispositive power over 3,290,914 shares and shared voting and dispositive power over 5,200,000 shares (through Imagination Aero).
• Imagination Aero Investment Ltd. beneficially owns 5,200,000 Ordinary Shares, representing 4.96% of the class, comprising 5,000,000 shares issuable upon warrant exercise and 200,000 directly held shares.
• Stephen Fitzpatrick is the sole managing member and beneficial owner of Imagination Aero Investment Ltd.
• All reported share numbers reflect the Issuer's one-for-ten reverse stock split, which became effective on September 20, 2024.
• Recent transactions by the Reporting Person through Winterflood Securities Limited include purchases of 200,000 shares on multiple dates between November 10, 2025, and November 18, 2025, at prices ranging from $3.97 to $4.30 per share.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in beneficial ownership by a key insider, Stephen Fitzpatrick, through recent share purchases. This insider buying activity typically signals confidence in the company's future and can be viewed positively by the market.

Positives

• Stephen Fitzpatrick, a key insider and beneficial owner of Imagination Aero, has increased his stake in Vertical Aerospace Ltd. through recent share purchases.
• The aggregate beneficial ownership of Stephen Fitzpatrick and Imagination Aero Investment Ltd. now stands at 8.10% of the outstanding Ordinary Shares, signaling confidence in the company's prospects.

Negatives

• No explicit negatives are mentioned in the filing.

Risks

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

Future Outlook

NA

Management Comments

• No direct quotes or paraphrased statements from company management were included in this Schedule 13D filing.

Industry Context

This filing primarily details changes in beneficial ownership by a key insider and does not provide broader industry context or trends for Vertical Aerospace Ltd.

Comparison to Industry Standards

• NA

Legal Proceedings

• NA

Related Party Transactions

• Stephen Fitzpatrick is the sole managing member and beneficial owner of Imagination Aero Investment Ltd., which holds 5,200,000 Ordinary Shares (including warrants). This establishes a related party relationship between Mr. Fitzpatrick and Imagination Aero regarding their beneficial ownership in Vertical Aerospace Ltd.

Stakeholder Impact

• Shareholders may view the increased insider ownership by Stephen Fitzpatrick as a positive sign of management's confidence in the company's value and future performance.
• The increased stake by a significant insider could potentially influence future strategic decisions or corporate governance, aligning interests more closely with long-term shareholder value.

Next Steps

• NA

Key Dates

Recommendation

The substantial increase in beneficial ownership by a key insider, Stephen Fitzpatrick, through consistent open market purchases, suggests strong conviction in Vertical Aerospace Ltd.'s valuation and future prospects. Such insider buying often precedes positive developments or reflects a belief that the stock is undervalued. This action by a well-informed individual warrants a 'buy' recommendation, indicating a favorable outlook based on insider confidence.

Keywords

Vertical Aerospace, VA, Stephen Fitzpatrick, Imagination Aero, Schedule 13D, Beneficial Ownership, Insider Buying, Share Acquisition, Reverse Stock Split, Warrants, Equity Stake