Joby Aviation Prices Upsized Public Offerings of Common Stock and Convertible Senior Notes
Joby Aviation, Inc. (NYSE: JOBY), a leading developer of all-electric vertical takeoff and landing (eVTOL) aircraft designed for commercial passenger service, announced today that it has priced concurrent public offerings of common stock and convertible senior notes, significantly increasing the total size of the capital raise from its previously disclosed plans.
The company priced an offering of $600.0 million aggregate principal amount of 0.75% convertible senior notes due 2032, alongside an upsized public offering of 52,863,437 shares of its common stock at a public offering price of $11.35 per share. In addition, Morgan Stanley, acting on behalf of itself and/or its affiliates, is facilitating a separate “delta offering” involving 5,286,343 shares of Joby common stock borrowed from third parties. The delta offering is intended to support hedging transactions by certain investors participating in the convertible notes offering.
Together, the offerings represent a substantial expansion from Joby’s previously announced combined offering size of $1.0 billion, underscoring continued investor interest in the company’s long-term growth strategy and capital needs as it advances toward certification and commercialization.
All three offerings—the convertible notes offering, the common stock offering, and the delta offering—are expected to settle on February 2, 2026, subject to customary closing conditions.
Structure of the Offerings
The common stock offering consists of 52,863,437 newly issued shares of Joby common stock, each with a par value of $0.0001, priced at $11.35 per share. Joby has also granted the underwriters of the common stock offering a 30-day option to purchase up to an additional 7,929,515 shares to cover potential over-allotments.
Separately, the convertible senior notes offering consists of $600.0 million in aggregate principal amount of 0.75% notes due 2032. Joby has granted the underwriters of the note offering a 30-day option to purchase up to an additional $90.0 million principal amount of notes, solely to cover over-allotments.
The delta offering, managed exclusively by Morgan Stanley, involves the sale of borrowed shares to the public at the same initial price as the common stock offering—$11.35 per share. These shares may subsequently be sold through a variety of methods, including transactions on the New York Stock Exchange, over-the-counter trades, negotiated transactions, or other sale mechanisms at prevailing or negotiated market prices.
Importantly, Joby will not receive any proceeds from the delta offering, as it consists entirely of borrowed shares used to facilitate investor hedging strategies related to the convertible notes.
Interdependence of the Offerings
While the note offering and common stock offering are being conducted concurrently, neither is contingent upon the completion of the other. Similarly, the completion of the common stock offering is not dependent on the delta offering.
However, the delta offering and the convertible notes offering are mutually contingent. The delta offering exists specifically to support hedging activity by certain convertible note investors and will proceed only if the note offering is completed.
Underwriting and Advisory Roles
Morgan Stanley, Allen & Company LLC, and BofA Securities are acting as joint book-running managers for the common stock offering, with Barclays, Needham & Company, Canaccord Genuity, H.C. Wainwright & Co., and Raymond James serving as co-managers.
For the convertible senior notes offering, Morgan Stanley, BofA Securities, Allen & Company LLC, and Goldman Sachs & Co. LLC are serving as joint book-running managers. The same group of firms—Barclays, Needham & Company, Canaccord Genuity, H.C. Wainwright & Co., and Raymond James—are acting as co-managers.
Morgan Stanley is acting as the sole book-running manager for the delta offering. ICR Capital LLC is serving as Joby’s financial advisor for the convertible notes transaction.
Details of the Convertible Senior Notes
The convertible senior notes will be senior, unsecured obligations of Joby Aviation. They will bear interest at a rate of 0.75% per year, payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2026.
Unless earlier converted, redeemed, or repurchased, the notes will mature on February 15, 2032.
Conversion Features
Prior to November 17, 2031, holders of the notes may convert their holdings only upon the occurrence of certain specified events, as defined in the governing indenture. From and after November 17, 2031, and continuing through the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may elect to convert their notes at any time.
Upon conversion, Joby may elect to settle the obligation in cash, shares of its common stock, or a combination of cash and shares.
The initial conversion rate is set at 70.4846 shares of common stock per $1,000 principal amount of notes. This corresponds to an initial conversion price of approximately $14.19 per share, representing a premium of roughly 25% over the $11.35 public offering price of the common stock in the delta offering. The conversion rate and conversion price are subject to customary anti-dilution adjustments upon the occurrence of certain events.
Redemption and Repurchase Provisions
Joby will have the option to redeem the notes, in whole or in part, for cash beginning on February 20, 2029 and ending on the 26th scheduled trading day immediately before maturity. Redemption is permitted only if the last reported sale price of Joby’s common stock exceeds 130% of the then-effective conversion price for a specified period.
The redemption price will equal the principal amount of the notes being redeemed, plus any accrued and unpaid interest up to, but excluding, the redemption date.
In the event of a “fundamental change,” as defined in the indenture, noteholders will have the right—subject to limited exceptions—to require Joby to repurchase their notes for cash. The repurchase price will be equal to the principal amount plus accrued and unpaid interest, if any, through the applicable repurchase date.
Use of Proceeds
Joby estimates that net proceeds from the common stock offering will total approximately $576.0 million, after deducting underwriting discounts, commissions, and estimated offering expenses. If the underwriters fully exercise their over-allotment option, net proceeds could increase to approximately $662.4 million.
Net proceeds from the convertible notes offering are expected to be approximately $582.9 million, after similar deductions. If the over-allotment option for the notes is fully exercised, net proceeds could rise to approximately $670.4 million.
Joby expects to use approximately $55.0 million of the net proceeds from the notes offering to fund capped call transactions designed to reduce potential dilution upon conversion of the notes. If the over-allotment option is exercised, a portion of the additional proceeds would be used to enter into additional capped call transactions.
The remainder of the net proceeds from the notes offering, together with the proceeds from the common stock offering, as well as existing cash, cash equivalents, and short-term investments, will be used to advance Joby’s aircraft certification and manufacturing programs, prepare for the launch of commercial operations, and support working capital and other general corporate purposes.
Strategic Context
The capital raised through these transactions is intended to strengthen Joby’s balance sheet as the company progresses through critical phases of development, including regulatory certification, scaled manufacturing, and commercial readiness. By combining equity and convertible debt, Joby aims to balance near-term liquidity needs with longer-term capital efficiency, while offering investors multiple avenues for participation in the company’s growth trajectory.
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