Joby Aviation, Inc. 8-K

What Happened Joby Aviation, Inc. (JOBY) filed an 8-K reporting that it completed two major financings in early 2026. On January 28, 2026 the company entered underwriting agreements and (i) agreed to sell 52,863,437 shares of common stock (with a 30‑day option for an additional 7,929,515 shares) and (ii) agreed to sell $600.0M principal amount of 0.75% Convertible Senior Notes due 2032 (the underwriters later exercised an option for an additional $90.0M, bringing total Notes issued to $690.0M). The common stock, Notes and related short-sale “Delta Offering” were completed on February 2, 2026. Joby also entered capped call transactions (cost ≈ $63.3M; initial cap price $22.70) to reduce potential dilution on conversion. Separately, the company disclosed a preliminary, unaudited cash, cash equivalents and short-term investments balance of $1,407.9 million as of December 31, 2025.

Key Details

• Common stock offering: 52,863,437 shares issued (Feb 2, 2026); underwriter option up to 7,929,515 shares exercisable within 30 days of Jan 28, 2026.
• Convertible Notes: $690.0M principal amount issued (0.75% annual interest, paid semi‑annually; maturity Feb 15, 2032).
• Conversion terms: initial conversion rate 70.4846 shares per $1,000 principal (≈ $14.19 per share); conversions settled in cash, stock or a mix at company’s election.
• Redemption/conversion windows: noteholders can convert freely from Nov 17, 2031 until two business days before maturity; company may redeem starting Feb 20, 2029 if stock trades above 130% of the conversion price under specified conditions.
• Capped call program: cost ≈ $63.3M, cap price $22.70 (intended to limit dilution or offset cash conversion payments).
• Preliminary liquidity: $1,407.9M in cash, cash equivalents and short‑term investments as of Dec 31, 2025 (unaudited; subject to change).

Why It Matters These transactions materially affect Joby’s capital structure and liquidity. The $690M of convertible notes provides near‑term funding while low interest (0.75%) limits cash interest burden, but creates potential future equity dilution if notes convert (partly mitigated by the capped calls). The sale of common shares and the Delta short sale also increased outstanding equity and facilitated hedging for note investors. Investors should note the preliminary cash balance of roughly $1.408B (unaudited) and the specifics of the notes (conversion price ~ $14.19, redemption and default provisions), which are key for assessing dilution risk, debt priority, and the company’s near‑term financial flexibility.