Sec Form 4 Filing - Goldstein Adam D @ Archer Aviation Inc. - 2024-12-18

FORM 4 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 Goldstein Adam D 2. Issuer Name and Ticker or Trading Symbol Archer Aviation Inc. [ ACHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2024 (Street) SAN JOSE, CA95134 4. If Amendment, Date Original Filed (MM/DD/YY) 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

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 Deferred Restricted Stock Units ( 1 ) 12/18/2024 A 750,000 ( 2 )( 3 ) ( 4 ) Class A Common Stock 750,000 $ 0 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldstein Adam D C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE SAN JOSE, CA95134 X Chief Executive Officer Signatures /s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein 12/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each deferred 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 service to the Issuer as of the applicable Vesting Date (defined below). ( 2 )The award shall time-vest as to 3/8 (i.e., 281,250 restricted stock units) of the total award on the date of the Issuer's 2025 annual shareholder meeting, and thereafter shall time-vest as to 1/16 of the total award quarterly on each of August 15th, November 15th, March 1st, and May 15th. Once time-vested, the restricted stock units will be settled for shares of the Issuer's Class A Common Stock during calendar year 2029 on a date to be determined by the Issuer. ( 3 )(Continued from footnote (2)) Notwithstanding the aforementioned deferral period, once vested, deferred stock units will automatically settle earlier upon the earliest to occur of: (i) the reporting person's death, disability, or separation from service with the Issuer, (ii) a Change in Control (as defined under the Issuer's 2021 Amended and Restated Equity Incentive Plan) or (iii) the occurrence of an "unforeseeable emergency" (as defined under Section 409A of the Internal Revenue Code). The events described in subclauses (i), (ii), and (iii) of the preceding sentence are referred to herein as the "Extraordinary Settlement Events." If an Extraordinary Settlement Event occurs before the applicable vesting date, then settlement will occur instead on the applicable vesting date. ( 4 )The deferred restricted stock units do not expire. They either will vest on the applicable vesting date or be cancelled prior thereto if the reporting person ceases to provide services to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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