Joby Aviation Inc美股招股说明书(2026-08-11版)

(To Prospectus dated October 24, 2024) Joby Aviation, Inc. Common Stock We have entered into an equity distribution agreement, dated August11, 2026, with Morgan Stanley & Co. LLC, J.P. MorganSecurities LLC, Allen & Company LLC and BofA Securities, Inc. (collectively, the “Agents”) (the “Equity Distribution Agreement”),providing for the sale of shares of our common stock, $0.0001 par value per share, from time to time through or to the Agents, eachacting as our agent or principal. In accordance with the terms of the Equity Distribution Agreement, under this prospectus supplementand the accompanying prospectus, we may offer and sell shares of our common stock having an aggregate offering price of up to$750.0 million. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the“Securities Act”). The Agents are not required to sell any specific amount, but will act as our sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The Agents will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold under the EquityDistribution Agreement. See “Plan of Distribution” beginning on pageS-13for additional information regarding the compensation tobe paid to the Agents. In connection with the sale of shares of our common stock on our behalf, the Agents will be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certainliabilities, including liabilities under the Securities Act. Our common stock is listed on the New York Stock Exchange under the symbol “JOBY.” On August10, 2026, the last reported saleprice of our common stock on the New York Stock Exchange was $8.81 per share. Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on pageS-4. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary isa criminal offense MORGAN STANLEYJ.P. MORGANALLEN & COMPANY LLCBOFA SECURITIES Prospectus Supplement dated August11, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICY S-iiMATERIAL U.S. FEDERAL INCOME TAXCONSEQUENCES TO NON-U.S. HOLDERSS-1S-4PLAN OF DISTRIBUTIONS-13 S-6LEGAL MATTERSS-14S-7EXPERTSS-14S-8WHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCES-15 Prospectus 1DESCRIPTION OF DEBT SECURITIES122DESCRIPTION OF OTHER SECURITIES203GLOBAL SECURITIES215SELLING SECURITYHOLDERS256PLAN OF DISTRIBUTION267LEGAL MATTERS278EXPERTS27 ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedOctober 24, 2024, included in our registration statement on Form S-3 (File No. 333-282809), along with the documents incorporatedby reference therein, which provides more general information, some of which may not apply to this offering. Generally, when werefer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectusor in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”) before the dateof this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date – for example, adocument incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies orsupersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” regis