Joby Aviation Inc美股招股说明书(2026-01-28版)

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating tothese securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus is not anoffer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENT Subject to Completion, dated January28, 2026 (To Prospectus dated October 24, 2024) % Convertible Senior Notes due 2032 We are offering $aggregate principal amount of our% convertible senior notes due 2032 (the “notes”). In addition, we have granted the underwriters anoption, which is exercisable within 30 days after the date of this prospectus supplement, to purchase up to an additional $aggregate principal amount of notes solely tocover over-allotments. MATURITY; INTEREST We will pay interest on the notes at an annual rate of%, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026.The notes will mature on February 15, 2032, unless earlier converted or redeemed or repurchased by us. CONVERSION Noteholders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such calendar quarter)commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price per share of our common stock, par value $0.0001 per share (our“common stock”), exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days endingon, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutivetrading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each tradingday of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversionrate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; (4) if wecall such notes for redemption; and (5) at any time from, and including, November 17, 2031 until the close of business on the second scheduled trading day immediatelybefore the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of ourcommon stock, at our election, based on the applicable conversion rate(s). The initial conversion rate isshares of our common stock per $1,000 principal amount ofnotes, which represents an initial conversion price of approximately $per share of our common stock, and is subject to adjustment as described in this prospectussupplement. If a “make-whole fundamental change” (as defined in this prospectus supplement) occurs, then we will in certain circumstances increase the conversion ratefor a specified period of time. REDEMPTION AND REPURCHASE The notes will be redeemable, in whole or in part (subject to certain limitations described in this prospectus supplement), at our option at any time, and from timeto time, on or after February 20, 2029 and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption price equal to theprincipal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price pershare of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive tradingdays ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the datewe send such notice. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case theconversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, noteholders may require usto repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, butexcluding, the fundamental change repurchase date. RANKING The notes will be our senior, unsecured obligations and will be equal in right of payment with our existing and future senior, unsecured indebtedness, senior inrig