SCHEDULE: Vertical Aerospace Insider Sells 1.2M Shares

Stephen Fitzpatrick, a significant beneficial owner of Vertical Aerospace Ltd., reported selling 1.2 million ordinary shares over six trading days in October 2025.

Summary

• Stephen Fitzpatrick and Imagination Aero Investment Ltd. filed Amendment No. 9 to their Schedule 13D, updating beneficial ownership and recent transactions for Vertical Aerospace Ltd.
• All share numbers reported in this amendment are adjusted for a one-for-ten reverse stock split effected on September 20, 2024.
• Stephen Fitzpatrick beneficially owns 11,490,914 Ordinary Shares, representing 11.10% of the class.
• Imagination Aero Investment Ltd. beneficially owns 5,200,000 Ordinary Shares, representing 5.02% of the class, which includes 5,000,000 shares issuable upon warrant exercise and 200,000 shares held directly.
• Stephen Fitzpatrick is the sole managing member and beneficial owner of Imagination Aero Investment Ltd.
• Between October 15 and October 22, 2025, the reporting person sold a total of 1,200,000 Ordinary Shares through Winterflood Securities Limited at prices ranging from $4.65 to $5.29 per share.
• The calculation of 103,527,721 total Ordinary Shares outstanding includes 98,527,721 shares outstanding after a public offering and 5,000,000 shares issuable from Imagination Aero's warrants.

Sentiment

Score: 3

Explanation: The significant insider selling by a major beneficial owner, Stephen Fitzpatrick, coupled with a declining average sale price, suggests a negative sentiment from a key stakeholder. While the filing is purely a disclosure, such sales are typically viewed unfavorably by the market, especially for a company in a capital-intensive, developing industry like eVTOL.

Negatives

• A significant beneficial owner, Stephen Fitzpatrick, sold 1,200,000 Ordinary Shares over six trading days in October 2025.
• The sales occurred at prices ranging from $5.29 down to $4.65, indicating a downward trend in the selling price during the transaction period.

Future Outlook

NA

Industry Context

This filing, detailing significant insider share sales, occurs within the context of the nascent electric vertical takeoff and landing (eVTOL) aircraft industry. While the filing itself does not provide industry-specific performance data, insider selling can be interpreted by the market as a signal regarding the company's near-term prospects or the insider's liquidity needs, potentially impacting investor sentiment in a sector still heavily reliant on future promises and capital.

Related Party Transactions

• Stephen Fitzpatrick, a beneficial owner and sole managing member of Imagination Aero Investment Ltd., sold 1,200,000 Ordinary Shares of Vertical Aerospace Ltd. through Winterflood Securities Limited between October 15 and October 22, 2025.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a major beneficial owner could lead to negative market sentiment and potentially put downward pressure on the stock price.
• Company Management: While not directly impacted, such insider sales can raise questions about management's confidence in the company's future prospects.
• Potential Investors: May view the insider selling as a cautionary signal, potentially affecting investment decisions.

Key Dates

Recommendation

The significant selling activity by a major beneficial owner, Stephen Fitzpatrick, who is also a director or founder (implied by his role as sole managing member of Imagination Aero), is a strong negative signal. Such insider sales, especially of a substantial volume (1.2 million shares) and occurring over a short period with declining prices, often indicate a lack of confidence in the company's near-term prospects or a belief that the stock is overvalued. For a company in a developing and capital-intensive industry like eVTOL, insider selling can erode investor confidence and suggest potential headwinds. Therefore, a seasoned investor would likely consider this a 'sell' signal, or at least a strong 'hold' with a negative outlook, given the potential for further price depreciation.

Keywords

Vertical Aerospace, VA, Stephen Fitzpatrick, Imagination Aero, Schedule 13D, Beneficial Ownership, Share Sale, Reverse Stock Split, Public Offering, Warrants, SEC Filing