UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2026

Joby Aviation, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39524

98-1548118

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

333 ENCINAL STREET

SANTA CRUZ

California

95060

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 831 201-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

JOBY

New York Stock Exchange

Warrants to purchase common stock

JOBY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 41.01. Entry into a Material Definitive Agreement

~~Dismissal~~Entry ofinto ~~Independent~~Loan ~~Registered Public Accounting Firm~~Agreement

On March 26, 2026, ~~the~~1669 ~~Audit~~Capstone ~~Committee~~Way, ~~(the~~LLC (“~~Audit Committee~~PropCo”), ofa ~~the~~Delaware ~~Board~~limited ofliability ~~Directors~~company and wholly-owned subsidiary of Joby ~~Aviation~~Aero, Inc. (~~the~~ “~~Company~~Aero”), ~~approved~~and ~~the~~an ~~dismissal~~indirect ofwholly-owned ~~Deloitte~~subsidiary &of ~~Touche~~Joby ~~LLP~~Aviation, Inc., (the “~~Deloitte~~Company”), asentered ~~the~~into ~~Company’s~~a ~~independent~~Loan ~~registered~~Agreement ~~public~~(“Loan ~~accounting~~Agreement”) ~~firm,~~with ~~effective~~B ~~immediately.~~UL ~~Deloitte~~LLC ~~was~~(“Lender”), ~~informed~~pursuant ofto ~~this~~which ~~decision~~Lender onagreed ~~March~~to 3,lend ~~2026.~~to ~~The~~PropCo ~~audit~~and ~~reports~~PropCo ofagreed ~~Deloitte~~to onborrow ~~the~~from ~~consolidated~~Lender ~~financial~~$30,750,000 ~~statements of~~ (the ~~Company~~“Loan”) asin ofconnection ~~and~~with ~~for~~the ~~each~~acquisition of ~~the~~property ~~fiscal~~described ~~years~~below ~~ended~~in ~~December~~Item ~~31,~~2.01 ~~2025~~(the ~~and~~“Property”). Aero ~~2024,~~is ~~did~~the ~~not~~sole ~~contain~~owner anof ~~adverse~~PropCo, ~~opinion~~through or a ~~disclaimer~~separate ofwholly-owned ~~opinion~~subsidiary, ~~and~~1669 ~~were~~Capstone ~~not~~Holdco, ~~qualified~~LLC ~~or modified as to uncertainty~~(“HoldCo”), ~~audit~~a ~~scope,~~Delaware orlimited ~~accounting~~liability ~~principles~~company.

InThe ~~connection~~Loan ~~with~~Agreement provides the ~~audits~~terms of the ~~Company’s~~Loan, ~~consolidated~~which ~~financial~~is ~~statements~~a senior, secured, non-revolving loan, to be used by PropCo solely for ~~each~~the purpose of acquiring the ~~fiscal~~Property. The ~~years~~Loan ~~ended~~is ~~December~~secured ~~31,~~by ~~2025~~(i) ~~and~~a ~~2024~~mortgage over the Property granted by PropCo in favor of Lender, and ~~the~~(ii) ~~subsequent~~an ~~interim~~accommodation ~~period~~pledge ~~through~~granted ~~March~~by 2HoldCo, ~~2026~~in favor of Lender, ~~there~~of ~~were~~its ~~no:~~membership ~~(1)~~interest ~~‘disagreements’~~in ~~(within~~PropCo. The ~~the~~Loan ~~meaning~~Agreement ofcontains ~~Item~~customary ~~304(a)(1)(iv)~~representations, ofwarranties ~~Regulation~~and ~~S-K~~both affirmative and ~~related~~negative ~~instructions)~~covenants with ~~Deloitte~~negotiated onexceptions. ~~any~~The ~~matter~~Loan ofAgreement ~~accounting~~also ~~principles~~contains orcustomary ~~practices~~events of default, ~~financial~~such ~~statement~~as ~~disclosure~~payment defaults, orfailure ~~auditing~~to ~~scope~~maintain orthe ~~procedures,~~single ~~which~~purpose ~~disagreements~~entity ifstatus ~~not~~of ~~resolved~~PropCo toand ~~Deloitte’s~~HoldCo, ~~satisfaction~~inaccuracy ~~would~~of ~~have~~representations ~~caused~~and ~~Deloitte~~warranties, tobankruptcy ~~make~~and ~~reference~~insolvency toevents, the ~~subject~~transfer ~~matter~~ of ~~the~~ownership ~~disagreement~~ in ~~connection~~the ~~with~~Property ~~Deloitte’s~~to ~~opinion~~third toparties, and the ~~subject~~failure ~~matter~~to ofobserve the ~~disagreement;~~negative orcovenants ~~(2)~~and ~~‘reportable~~certain ~~events’~~other ~~(as~~covenants ~~defined~~related into ~~Item~~the ~~304(a)(1)(v)~~operation of ~~Regulation~~the ~~S-K)~~Property.

The ~~Company~~Loan ~~provided~~is ~~Deloitte~~evidenced ~~with~~by a ~~copy~~standard ofpromissory ~~the~~note, ~~disclosure~~and ~~contained~~is inan ~~this~~interest-only ~~Current~~loan ~~Report~~with ona ~~Form~~ten ~~8-K~~(10) ~~and~~year ~~requested~~term, ~~that~~without ~~Deloitte~~a ~~furnish~~specified aextension ~~letter~~option. ~~addressed~~Interest toon the ~~Securities~~Loan ~~and~~accrues ~~Exchange~~at ~~Commission~~a ~~stating~~fixed ~~whether~~rate itbased ~~agrees~~on ~~with~~ the ~~statements~~ten ~~made~~year ~~herein.~~treasury Ayield ~~copy~~rate ofplus ~~such~~a ~~letter~~negotiated ~~from~~margin. ~~Deloitte~~The isLoan ~~attached~~may asbe ~~Exhibit~~prepaid ~~16.1~~at ~~and~~any istime, ~~incorporated~~subject ~~herein~~to bynegotiated ~~reference~~prepayment charges.

~~Engagement~~In connection with its pledge to Lender of ~~New~~the ~~Independent~~membership ~~Registered~~interests ~~Public~~in ~~Accounting~~PropCo, ~~Firm~~HoldCo has provided a guaranty to Lender regarding payment of the Loan. HoldCo has no assets other than its membership interest in PropCo. In addition, Aero has provided Lender (i) a customary non-recourse carveout guaranty, pursuant to which Aero indemnifies Lender for certain losses resulting from actions solely within the control of Aero, and (ii) a typical environmental indemnity in favor of Lender.

OnPropCo ~~March~~is 2,required ~~2026,~~by ~~the~~Lender ~~Audit~~to ~~Committee~~fund ~~appointed~~ongoing ~~PricewaterhouseCoopers~~reserves ~~LLP (“PwC”) as the Company’s independent registered public accounting firm~~ for ~~the~~property ~~Company’s~~taxes ~~fiscal~~and ~~year~~insurance ~~ending~~premiums ~~December~~relating ~~31, 2026, subject~~ to the ~~completion of PwC’s standard client acceptance procedures and execution of an engagement letter~~Property.

~~During~~The ~~the~~Loan ~~fiscal~~is ~~years~~not ~~ended~~subject December 31, 2025 and 2024 and the subsequent interim period through March 2, 2026, neither the Company nor anyone on its behalf has consulted with PwC regarding (i) the application of accounting principles to ~~a specific transaction, either completed or proposed, or~~ the ~~type~~approval of ~~audit opinion that might be rendered on~~ the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-Kshareholders.

The foregoing description of the Loan Agreement and Loan is a summary and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

On March 6, 2026, Aero completed the previously disclosed purchase of certain real property, improvements and other assets (the “Property”) from Capstone STS, LLC, a Texas limited liability company, for a purchase price of $61,500,000 (the “Purchase Price”).

The Property consists of approximately 728,000 square feet located at 1669 Capstone Way, Vandalia, Ohio.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 under the heading “Entry into Loan Agreement” above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
16.1						Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated March 6, 2026
10.1						Loan Agreement dated March 6, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Joby Aviation, Inc.

Date:

March 611, 2026

By:

/s/ Rodrigo Brumana

Name:

Rodrigo Brumana

Title:

Chief Financial Officer

Filing Compare · Joby Aviation, Inc.