Joby Aviation, Inc. Common Stock (JOBY)

Joby Aviation, Inc. (NYSE: JOBY), a company developing electric air taxis for commercial passenger service, today announced the pricing of its concurrent public offerings of $600.0 million aggregate principal amount of 0.75% convertible senior notes due 2032 (the “notes”) (such offering, the “note offering”) and 52,863,437 shares of Joby’s common stock, $0.0001 par value per share (the “common stock”), at a public offering price of $11.35 per share (such offering, the “common stock offering”) and of the offering by Morgan Stanley, acting on behalf of itself and/or its affiliates (in such capacity, the “delta offering underwriter”), of 5,286,343 shares of Joby’s common stock, borrowed from third parties (such offering, the “delta offering”), to facilitate hedging transactions (whether physical sales and/or through privately negotiated derivatives transactions) by some of the investors of the notes. The delta offering underwriter will initially offer the shares of common stock to the public at a price of $11.35 per share and subsequently offer the shares of common stock for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices at the time of sale, at prices related to prevailing market prices or at negotiated prices. The aggregate offering size of the note offering and the common stock offering was increased from the previously announced combined offering size of $1.0 billion. The note offering, the common stock offering and the delta offering are scheduled to settle on February 2, 2026, subject to customary closing conditions. Joby also granted the underwriters of the note offering a 30-day option to purchase up to an additional $90.0 million aggregate principal amount of notes solely to cover over-allotments, and granted the underwriters of the common stock offering a 30-day option to purchase up to an additional 7,929,515 shares of common stock. The completion of the note offering will not be contingent on the completion of the common stock offering, and the completion of the common stock offering will not be contingent on the completion of the note offering or the completion of the delta offering. The delta offering and the note offering are contingent upon one another. The completion of the delta offering is not contingent on the completion of the common stock offering.

Joby Aviation Inc (NYSE:JOBY) shares are tumbling in Wednesday's after-hours session after the company announced a proposed offering.

Joby Aviation, Inc. (NYSE: JOBY), a company developing electric air taxis for commercial passenger service, today announced its intention to offer, subject to market and other conditions, (i) convertible senior notes due 2032 (the “notes”) (such offering, the “note offering”) and (ii) shares of its common stock, $0.0001 par value per share (the “common stock”) (such offering, the “common stock offering”). The aggregate proceeds from the offerings are anticipated to be $1,000,000,000. Concurrently with the note offering and the common stock offering, Morgan Stanley intends to offer, acting on behalf of itself and/or its affiliates, a number of shares of Joby’s common stock, borrowed from third parties (such offering, the “delta offering”), to facilitate hedging transactions (whether physical sales and/or through privately negotiated derivatives transactions) by some of the investors of the notes. The number of shares of common stock subject to the delta offering will be determined at the time of pricing of the delta offering and is expected to be no greater than commercially reasonable initial short positions of such hedging investors in the notes. No new shares of common stock will be issued in the delta offering, and Joby will not receive any proceeds from the delta offering. The note offering, the common stock offering and the delta offering are being made in separate public offerings registered under the Securities Act of 1933, as amended. Joby also expects to grant the underwriters of the note offering a 30-day option to purchase additional notes solely to cover over-allotments and expects to grant the underwriters of the common stock offering a 30-day option to purchase additional common stock. The completion of the note offering will not be contingent on the completion of the common stock offering, and the completion of the common stock offering will not be contingent on the completion of the note offering or the completion of the delta offering. The delta offering and the note offering are contingent upon one another. The completion of the delta offering is not contingent on the completion of the common stock offering.

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