Joby and Toyota form 49/51 manufacturing JV for S4 eVTOL aircraft with future funding tied to $250M tranche

On June 29, 2026, Joby Aero, Inc. (“Joby”), a wholly-owned subsidiary of Joby Aviation, Inc. (the “Company”), entered into a stockholders agreement (the “Agreement”) with Joby Toyota Aero Manufacturing Preparation Company, a Delaware corporation (“JTAMPC”), and Toyota Motor Corporation (“Toyota”, and together with Joby and their permitted transferees, each, a “Stockholder” and collectively, the “Stockholders”), pursuant to which Joby and Toyota jointly incorporated JTAMPC as a joint venture for the purpose of establishing an entity to manufacture the Company’s S4 Series eVTOL aircraft (the “S4 Series”).

Substantially simultaneously with the entry into the Agreement, each of Joby and Toyota entered into a common stock purchase agreement with JTAMPC, pursuant to which Joby will acquire 980,000 shares of JTAMPC’s common stock, par value $0.0001 per share (the “Common Stock”), for an aggregate cash purchase price of $980,000 to JTAMPC, representing a 49% ownership interest in JTAMPC, and Toyota will acquire 1,020,000 shares of the Common Stock, for an aggregate cash purchase price of $1,020,000 to JTAMPC, representing a 51% ownership interest in JTAMPC (the “Initial Capital Contributions”).

Under the Agreement, each of Joby and Toyota agreed to negotiate in good faith and enter into an exclusive manufacturing supply agreement (the “Exclusive Manufacturing Supply Agreement”) and certain other commercial agreements and intellectual property arrangements (collectively, the “Future Agreements”) with JTAMPC prior to the achievement of the First Funding Milestone. Pursuant to these agreements, among other things, it is expected that (a) Joby will grant JTAMPC exclusive rights to manufacture the S4 Series, subject to certain exceptions to be set forth in the Exclusive Manufacturing Supply Agreement, (b) Joby will license to JTAMPC certain of its intellectual property related to the S4 Series on a royalty-free basis solely for manufacturing the S4 Series and providing services to Joby, and (c) Toyota will grant JTAMPC a royalty-free license to jointly developed manufacturing intellectual property and a royalty-bearing license to certain Toyota background manufacturing intellectual property, in each case for JTAMPC’s manufacturing operations. Given the limited scope of the royalty-bearing license, the royalty payment obligation is not expected to be material to JTAMPC.

Under the Agreement, the Stockholders are required to make one or more mandatory capital contributions (“Mandatory Capital Contributions”) upon the achievement of specified funding milestones set forth in the Agreement. Upon the Board’s determination that a funding milestone has been achieved, the Board will issue a capital contribution notice specifying the aggregate amounts to be contributed by each Stockholder, and each Stockholder must fund its contribution

within 30 days of receipt of such notice, subject to extension for the receipt of required governmental approvals. If a Stockholder defaults on its obligation to make a Mandatory Capital Contribution, the non-defaulting Stockholder will have the right to fund the defaulting Stockholder’s portion and receive the shares of Common Stock to which the defaulting Stockholder would have been entitled. The dollar amounts of the Mandatory Capital Contributions for each funding milestone will be set forth in the Amended Stockholders Agreement.

The Agreement provides that Section 5(j) of the Amended and Restated Stock Purchase Agreement, dated as of May 22, 2025 (the “A&R SPA”), by and between the Company and Toyota shall not be deemed to have been satisfied until the Future Agreements shall have been entered into and become effective. Satisfaction of Section 5(j) of the A&R SPA is a closing condition for the second $250 million tranche investment by Toyota under the A&R SPA.

The Agreement is subject to termination upon the occurrence of certain events, including: (a) mutual written consent of the Stockholders and JTAMPC; (b) written notice by either Stockholder if the funding milestone closings, including the First Funding Milestone, are not consummated within their specified periods; (c) written notice by Toyota, subject to a 60-day cure period, if Joby fails to maintain Federal Aviation Administration (“FAA”) type certification or production certification, the FAA does not approve JTAMPC as an associate facility under Joby’s production certificate, Joby fails to purchase the agreed number of S4 or S4 Series aircraft, or Joby conducts S4 Series production with a third party without the consent of JTAMPC and Toyota; (d) written notice by Toyota if the Exclusive Manufacturing Supply Agreement is terminated prior to the termination of the Agreement; (e) written notice by either Stockholder if JTAMPC fails to produce the S4 or S4 Series aircraft in accordance with the agreed performance and production metrics to be set forth in the Exclusive Manufacturing Supply Agreement, subject to good faith consultation between the parties and a 90-day cure period; (f) the occurrence of a bankruptcy event with respect to either Stockholder, any parent entity thereof, or any of their respective material subsidiaries (in the case of a material subsidiary, where such event is reasonably expected to impair or prevent the affected Stockholder from performing its obligations); and (g) a material breach by a party of its representations, warranties, covenants, or other obligations under the Agreement that is not cured within 30 days after written notice thereof.