Joby Aviation Inc美股招股说明书(2026-01-30版)

Joby Aviation, Inc.Common Stock Primary Common Stock Offering of 52,863,437 SharesConcurrent Delta Offering of 5,286,343 Shares We are offering 52,863,437 shares of our common stock, par value $0.0001 per share (the “primary common stock offering”). We have granted the underwriters of the primary commonstock offering (the “primary offering underwriters”) an option to purchase up to an additional 7,929,515 shares from us at the public offering price, less the underwriting discounts andcommissions. Concurrently with this primary common stock offering and pursuant to a separate prospectus supplement, we are offering 0.75% convertible senior notes due 2032, which we refer to asthe convertible notes, in an aggregate principal amount of $600,000,000, plus up to an additional $90,000,000 aggregate principal amount of convertible notes that the underwriters of theconcurrent convertible notes offering have the option to purchase from us, solely to cover over-allotments (the “concurrent convertible notes offering”). Pursuant to this prospectus supplement, Morgan Stanley & Co. LLC, acting on behalf of itself and/or its affiliates (in such capacity, the “delta underwriter”), is also offering5,286,343shares of our common stock at a public offering price of $11.35per share (the “concurrent delta offering”), to facilitate hedging transactions by certain investors subscribing for theconvertible notes in the concurrent convertible notes offering (“convertible arbitrage investors”). The number of shares of our common stock subject to the concurrent delta offering is expectedto be no greater than the commercially reasonable initial short positions of convertible arbitrage investors being established to hedge their market risk with respect to the convertible notes theyacquire in the concurrent convertible notes offering. We have been advised that the shares sold by the delta underwriter in the concurrent delta offering will be borrowed from non-affiliate thirdparties, and will be: (x) sold short by the delta underwriter to facilitate concurrent privately negotiated transactions between the delta underwriter (or its affiliates) with certain convertiblearbitrage investors seeking a short exposure to our common stock through a derivative, in an equal notional amount and/or (y) purchased by the delta underwriter from certain convertiblearbitrage investors who have sold them short to the delta underwriter in connection with the concurrent convertible notes offering, in each case, with a view for the delta underwriter to offer theshares of common stock directly to the public at a price of $11.35per share of common stock. We will not receive any proceeds from sales by the delta underwriter in the concurrent delta offering. No new shares of our common stock will be issued for the concurrent delta offering.See “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the delta underwriter. The completion of the primary common stock offering is not contingent on the completion of the concurrent convertible notes offering, and the completion of the concurrent convertiblenotes offering is not contingent on the completion of the primary common stock offering. The concurrent delta offering and the concurrent convertible notes offering are contingent upon oneanother. Our common stock is listed on the New York Stock Exchange under the symbol “JOBY.” On January28, 2026, the last reported sale price of our common stock on the New York Stock Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on pageS-11. PRICE IN THE PRIMARY COMMON STOCK OFFERING: $11.35A SHARE Per ShareTotal (1)See the section titled “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the primary offering underwriters.(2)Assumes no exercise of the over-allotment option of the underwriters. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We expect the underwriters to deliver the shares of common stock for the primary common stock offering and the concurrent delta offering in book-entry form through the facilities ofThe Depository Trust Company on or about February 2, 2026, which will be the second businessday after the initial trade date for the shares of common stock being offered hereby (thissettlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally mustsettle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers of shares of common stock sold under this prospectus supplement who wish to tradesuch shares of common stock before the business day before the settlem