Joby Aviation Prices Upsized Offering of Primary Common Stock and Upsized Offering of Convertible Senior Notes

Core Viewpoint - Joby Aviation, Inc. has announced the pricing of concurrent public offerings totaling $600 million in convertible senior notes and approximately 52.86 million shares of common stock, with the aggregate offering size increased from a previously announced $1 billion [1] Group 1: Offerings Details - The company is offering $600 million of 0.75% convertible senior notes due in 2032 and 52,863,437 shares of common stock at a price of $11.35 per share [1] - The note offering and common stock offering are scheduled to settle on February 2, 2026, subject to customary closing conditions [1] - The underwriters have a 30-day option to purchase additional notes worth up to $90 million and an additional 7,929,515 shares of common stock [1] Group 2: Financial Terms of the Notes - The notes will accrue interest at a rate of 0.75% per annum, payable semi-annually starting August 15, 2026, and will mature on February 15, 2032 [3] - The initial conversion rate is set at 70.4846 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $14.19 per share, representing a 25% premium over the public offering price [3][4] Group 3: Use of Proceeds - Joby estimates net proceeds from the common stock offering to be approximately $576 million, or $662.4 million if the underwriters fully exercise their option [7] - The net proceeds from the note offering are estimated at approximately $582.9 million, or $670.4 million if the over-allotment option is fully exercised [7] - Proceeds will be used for certification and manufacturing efforts, preparation for commercial operations, and general working capital [7] Group 4: Capped Call Transactions - Joby has entered into capped call transactions to cover the number of shares underlying the notes, with an initial cap price of $22.70 per share, representing a 100% premium over the public offering price [9][10] - These capped call transactions are expected to reduce potential dilution to Joby's common stock upon conversion of the notes [10]