Archer to acquire Boeing's Wisk Aero, SkyGrid and Insitu subsidiaries in stock-and-warrants deal; Boeing to take ~19.75% stake

Portfolio acquisition: Archer is acquiring Boeing's Wisk Aero (autonomous eVTOL, six generations of aircraft, nearly 2,000 flight tests), SkyGrid (air traffic management software), and Insitu (defense UAS), plus Wisk Australia, Insitu Pacific, and Boeing Emirates, combining nearly two million flight hours of autonomy and airspace intelligence with Archer's ZEE AI foundation model.

Equity-based consideration with no disclosed cash purchase price: 19.75% of Archer's pre-closing Class A common stock, plus two warrants each referencing $100.0 million divided by the Per Share Price (exercise prices $13.00 and $17.88), plus a contingent up to $55.0 million Forward Equity Purchase tied to a concurrent $400.0 million+ third-party offering.

Boeing economics and governance: 19.9% beneficial ownership cap on the warrants, 12-month lock-up on Consideration Shares (with limited hedging/pledging exceptions), one director designation right while Boeing holds ≥10% of Archer's Class A common stock, and Replacement Warrants that settle in cash if Stockholder Approval is not received by the initial exercise date.

Defense revenue base: Insitu alone generates over $200 million in annual revenue (per press release footnote based on current financials and financial estimates), with operations across 35 countries and more than 3,500 UAS manufactured and fielded.

Timing and approvals: Transaction is expected to close by year-end 2026, subject to HSR/antitrust and national-security/foreign-direct-investment approvals, NYSE listing approval, absence of a Material Adverse Effect, accuracy of reps and warranties, covenant compliance, and a DCSA Commitment; outside termination date is May 9, 2027, extendable by three months if only regulatory conditions remain.

Advisors: Moelis & Company (financial) and Fenwick & West LLP (legal) are advising Archer; J.P. Morgan Securities LLC (financial) and Mayer Brown LLP (legal) are advising Boeing, with Mayer Brown LLP and McDermott Will & Schulte LLP acting as Seller Group Counsel; buy-side R&W insurance has been bound with multiple insurers.

Filing context: This is an Item 1.01 Form 8-K M&A announcement with concurrent Item 3.02 (unregistered sales of equity, including the warrants and Forward Equity Purchase Agreement) and Item 7.01 (Regulation FD press release); no earnings results or financial guidance are reported.