Sec Form 4/A Filing - Gupta Priya @ Archer Aviation Inc. - 2025-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gupta Priya
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Interim CFO
(Last) (First) (Middle)
C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2025
(Street)
SAN JOSE, CA95134
4. If Amendment, Date Original Filed (MM/DD/YY)
03/04/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/01/2025 M 19,484 A $ 0 133,547 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 03/01/2025 M 19,484 ( 3 ) ( 4 ) Class A Common Stock 19,484 $ 0 29,228 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gupta Priya
C/O ARCHER AVIATION INC.
190 WEST TASMAN DRIVE
SAN JOSE, CA95134
Interim CFO
Signatures
/s/ Eric Lentell, Attorney-in-Fact for Priya Gupta 11/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 2,073 shares of Class A Common Stock acquired by the reporting person in one or more transactions with Issuer pursuant to its Employee Stock Purchase Plan, which transactions are exempt pursuant to Rules 16a3(f)(1)(i)(B) and 16b3(c).
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.
( 3 )The award vested as to 1/4 of the total award on August 15, 2023. The award was originally scheduled to vest in ratable increments of 1/16 of the total award quarterly thereafter on each November 15th, March 1st, May 15th, and August 15th. The original vesting schedule was modified pursuant to approval of the Issuer's Compensation Committee, resulting in vesting of 1/8 of the total award on certain scheduled vesting dates, including on the transaction date. Pursuant to the modified vesting schedule, the award vested in full on August 15, 2025.
( 4 )These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

Remarks:
The Form 4 filed on March 4, 2025 is being amended hereby to correct, as set forth in Tables I and II above, the number of restricted stock units that vested on March 1, 2025 with respect to the single award reflected above. The number of restricted stock units that vested on such award was misstated in the original report due administrative error. For avoidance of doubt, after giving effect to all transactions originally reported on such Form 4, the reporting person directly held 127,463 shares of the Issuer's Class A Common Stock. Any subsequent Forms 4 filed by the reporting person through the date of this amendment should be read to incorporate this correction in the context of any transactions reported therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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