NEW YORK, June 25, 2026, 17:03 (EDT)
- Archer dropped 5.0% to $4.79, trading 39.4 million shares after the U.S. market closed during a regular session.
- Texas redomestication faces a shareholder vote Friday, but it requires a majority of all outstanding shares to pass, not just a majority of votes cast.
- Archer has 759.6 million eligible shares, which puts the minimum “for” vote count at 379.8 million. Directors and execs controlled 40.3 million votes, about 10.6% of that number. SEC
Archer Aviation Inc (NYSE:ACHR) dropped roughly 5% to $4.79 on Thursday. A shareholder vote to shift its legal headquarters to Texas has become a numbers test for the company, with the stock already down 14.6% over the last five sessions. Archer’s market cap was about $3.67 billion.
Archer’s proxy says the redomestication needs a majority of all outstanding shares, not just a simple majority of votes cast. Abstentions and broker non-votes will count as votes against.
The key number is the tradeable point. Archer had 759,598,009 shares eligible to vote on April 28. A simple majority requires 379,799,005 votes for the Texas relocation. Management and the board together had 40,278,480 votes, or 5.3% of all shares—about 10.6% of what’s needed to approve the move.
With those numbers, about 339.5 million more outside votes would still be required—even if directors and executives all support the proposal. For a retail-heavy eVTOL name with high volume, no response is a no.
Archer Aviation founder and CEO Adam Goldstein told shareholders to vote ahead of Friday’s annual meeting, saying on X—quoted by TipRanks—the proposal “won’t pass unless 50% of our outstanding shares support it.” The meeting will be held June 26 at 12 p.m. Pacific time. TipRanks
Goldstein called proxy firms ISS and Glass Lewis “corporate terrorists,” according to TipRanks. Archer’s proxy states Texas law says proxy advisers giving advice on Texas companies or those based in Texas must focus only on the financial interests of shareholders, or else disclose when they consider other factors. The proxy also notes the Texas attorney general is blocked from enforcing this law right now for ISS and Glass Lewis. TipRanks
Archer says shifting to Texas would not affect its headquarters, operations, staff, management, assets, liabilities, or its NYSE listing. Shares will keep trading as ACHR. For markets, the vote matters more for company governance than any aircraft news.
Archer’s board said Texas makes more sense than Nevada, citing its own planned operations, business courts and the Texas Business Organizations Code. Archer’s internal affairs would fall under Texas law instead of Delaware if the move is approved.
Archer shares fell much harder than the small-cap index. The Russell 2000 gained 0.7% Thursday and is up 0.9% for the week, but Archer dropped 14.6% over five days. Rival Joby Aviation Inc (NYSE:JOBY) slipped 4.5% to $8.87.
Archer shares took a bigger hit as the company still needs more funding for certification and production. Archer finished the first quarter with $1.78 billion in cash, cash equivalents and short-term investments. It booked a $172.5 million adjusted EBITDA loss for the quarter. The outlook is for a $170 million to $200 million adjusted EBITDA loss in Q2.
At the midpoint of Archer’s Q2 loss forecast, cash and short-term investments stood at about 9.6 times the company’s quarterly adjusted EBITDA loss before capital expenses, working capital changes, and other cash moves. Archer reported first-quarter cash and short-term investments dropped $188.8 million from the prior quarter. Most of that—$149.1 million—went to operations. The rest, $32.6 million, was spent on property and equipment.
Archer is “far more than an air taxi company,” Goldstein said in May, mentioning its defense and AI software work. But for now, investors are watching to see if enough shareholders vote by Friday to approve the company’s planned move out of Delaware. Archer Aviation
