Joby Stock Offering Upsized to $1.2 Billion
Joby stock offering priced upsized shares and $600 million convertible notes to fund FAA certification, extending runway while raising conversion dilution.
KEY TAKEAWAYS
- Priced 52,863,437 shares at $11.35 and $600 million 0.75% convertible notes due 2032.
- Combined with $1.4 billion cash, proceeds target FAA certification, manufacturing and commercial preparations.
- Deal includes capped calls and a Morgan Stanley delta offering that may increase conversion dilution and overhang.
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Joby Aviation (NYSE: JOBY) on Jan. 29, 2026 priced an upsized sale of common stock and convertible notes to fund FAA certification, manufacturing, and commercial preparations. The offering supplies fresh capital while raising investor concerns about dilution.
Deal Terms, Structure, and Financial Context
Joby priced 52,863,437 shares of common stock at $11.35 per share and $600 million aggregate principal of 0.75% convertible senior notes due 2032, according to a Jan. 29 pricing release. The company had proposed these concurrent offerings the previous day and filed a preliminary prospectus supplement disclosing 30-day over-allotment options for underwriters. The deal was upsized from an initial $1 billion target.
The prospectus supplement describes privately negotiated capped-call transactions designed to limit dilution from note conversions, funded partly from the note proceeds. It also details a concurrent delta offering by Morgan Stanley of borrowed common shares to facilitate hedging by convertible-arbitrage investors. This transaction, contingent on the note sale, provides no proceeds to Joby and results in Morgan Stanley receiving more than 5% of net proceeds from the common-stock offering, complying with FINRA Rule 5121.
Joby intends to use the net proceeds from the common-stock offering, combined with existing cash and short-term investments, to fund FAA certification, build manufacturing capacity, prepare for commercial operations, and cover working capital and other corporate purposes. The company reported $1,407.9 million in cash, cash equivalents, and short-term investments as of Dec. 31, 2025 (preliminary).
SEC filings show an accumulated deficit of $2.7 billion as of Sept. 30, 2025, with cash burn exceeding $500 million over the prior year. Joby develops piloted, all-electric vertical-takeoff-and-landing (eVTOL) aircraft for urban air-taxi service. It is vertically integrated, designing, building, and planning to operate its aircraft, aiming to carry first passengers in 2026 through a combination of owned services, direct aircraft sales, and joint ventures.
By pairing the new capital with existing liquidity, Joby aims to extend its runway as it advances certification and scales manufacturing and commercial preparations. This financing increases potential dilution from note conversions and hedging-related share overhang, which investors will consider.
