---
title: Boeing Takes Archer Shares and a Board Seat Instead of Cash for Wisk and Insitu
description: Archer is buying Wisk Aero, SkyGrid and Insitu from Boeing. The 8-K puts the price at 19.75 percent of Archer's Class A stock, two warrants and a board seat.
author: Darie Nani (Editor-in-Chief)
updated: 2026-08-10T15:18:13.558Z
canonical: https://www.sovereignmagazine.com/article/boeing-archer-wisk-insitu-stock-consideration
image: https://cdn.nanimediahouse.com/wisk-aero-evtol-archer-boeing-135026.webp
categories: Markets
content_type: News
region: United States
publication: Sovereign Magazine
schema_type: Article
---

Archer Aviation is buying three Boeing businesses, including the military drone maker Insitu, and Boeing is not taking a dollar of cash for any of them. The [Form 8-K Archer filed on August 10](https://www.sec.gov/Archives/edgar/data/1824502/000110465926093056/tm2622394d1_8k.htm) puts the whole price in Archer's own paper: new Class A shares equal to 19.75 percent of the count outstanding just before closing, two warrants worth $100.0 million each, a seat on Archer's board, and a right to walk away if Archer's value falls far enough.

## The Price Is Fixed to the Share Count Just Before Closing

The Equity Purchase Agreement, signed on August 9, transfers all of the equity in Wisk Aero, SkyGrid and Insitu, together with Insitu Pacific, Wisk Australia and Boeing Emirates. Archer reported 759,598,009 Class A shares outstanding on May 6. On that count, 19.75 percent comes to roughly 150 million new shares, and because they are issued on top of everything already outstanding, Boeing would end up holding close to 16.5 percent of the enlarged company. The final figure is struck against the count immediately before closing, which will be higher.

The number also moves with the cash inside the three businesses. If they hold more than an agreed target at closing, Archer pays Boeing the excess; if they hold less, Boeing receives fewer shares. Boeing cannot sell or transfer the stock for 12 months, though the agreement lets it hedge the position or pledge it as collateral in the meantime, so long as settling that trade does not force a sale during the lock-up.

Two warrants sit on top of the shares. Each is sized by dividing $100.0 million by Archer's five-day volume weighted average price before closing. One carries a $13.00 exercise price and runs from 12 to 36 months after closing, the other $17.88 and 12 to 48 months. Neither can be exercised to the point where Boeing and its affiliates hold 19.9 percent or more of the Class A stock or the voting power, a ceiling Boeing can waive at its own discretion.

## Boeing Names a Director and Keeps the Autonomy Technology

A governance side letter gives Boeing the right to designate one Archer director for as long as it holds at least 10 percent of the Class A stock outstanding immediately before closing. Archer will seat that designee promptly after the deal closes, in the class of directors with the longest remaining term. Boeing also keeps access to Wisk's core autonomous flight technology for its own current and next generation commercial and defense aircraft, and the two sides will sign a reciprocal worldwide intellectual property cross license. Boeing will go on supplying certain operational services to the three businesses at cost for a limited period after the handover.

## Archer's Shareholders Have to Approve the Warrants

Archer has to call a special meeting within 60 days of closing, or 90 days if an annual meeting already falls inside that window, and seek shareholder approval under exchange rules. If the vote has not passed by the date the warrants first become exercisable, they are automatically exchanged for replacement warrants on identical terms except that they settle in cash until approval comes through.

The same approval governs one further piece of the arrangement. Once, at its sole discretion, Archer can require Boeing to buy up to $55.0 million of Class A stock, at any point before the later of March 31, 2027 and three months after closing. That purchase has to sit alongside an offering to outside investors expected to raise at least $400.0 million, with Boeing paying the lowest price those investors pay. Archer has 10 days from closing to file a resale registration statement covering the shares and the warrants, and owes Boeing a fee if it misses the deadline for having it declared effective.

## Boeing Can Walk Away If Archer's Value Falls

Either side can terminate if the deal has not closed by May 9, 2027, and either can push that date back three months when the only outstanding condition is regulatory. Boeing holds one exit Archer does not: it can leave if Archer's enterprise value, calculated under the agreement, sits below a minimum level for a specified period, a right that lapses five business days after Archer notifies Boeing the drop has happened. Closing still needs the Hart-Scott-Rodino waiting period to expire, approvals under national security and foreign investment law, and the New York Stock Exchange to clear the new shares for listing.

## Insitu Brings More Than $200 Million of Defense Revenue

Archer says the three businesses add a profitable defense operation with more than $200 million in annual revenue, based on Insitu's current financials and estimates, running across 35 countries. Insitu makes [uncrewed aircraft](https://www.sovereignmagazine.com/article/pentagon-820-million-drone-component-loan) for intelligence, surveillance and reconnaissance work and has fielded more than 3,500 of them, from offices in the United States, Australia, the United Kingdom and the United Arab Emirates. Wisk has flown six generations of [electric vertical takeoff and landing aircraft](https://www.sovereignmagazine.com/article/israeli-evtol-maker-air-clears-faa-regulatory-milestone-under-mosaic-framework) over 16 years and more than 1,700 flight tests, and SkyGrid builds air traffic management software that runs on the ground and works across aircraft types. Together the three have logged nearly two million flight hours, the companies say.

Adam Goldstein, Archer's founder and chief executive, calls the deal "a watershed moment for Archer and the future of physical AI in aerospace and defense" and "the next big step forward in becoming a diversified platform, rapidly growing our revenue base and bringing scale to our business." Brian Yutko, Boeing's vice president for commercial airplanes product development, says the sale lets Boeing capitalize on two decades of investment in the three companies while it concentrates on its core businesses. Both sides expect to close by the end of 2026. Moelis & Company is advising Archer with Fenwick & West as counsel, and J.P. Morgan Securities is advising Boeing with Mayer Brown.

## The Two Sides Settled Court Cases Three Years Ago

Boeing has owned Insitu since 2008, after six years working with it on the ScanEagle program; at the time Boeing said Insitu's revenue was heading for $150 million that year, 70 percent up on 2007. It put $450 million into Wisk in January 2022. In August 2023 Wisk, Archer and Boeing [settled federal and state court litigation between them](https://investors.archer.com/news/news-details/2023/Wisk-Aero-Archer-and-Boeing-Reach-Agreement-To-Settle-Litigation-and-Enter-into-Autonomous-Flight-Collaboration-Boeing-Invests-in-Archers-Latest-Funding-Round/default.aspx) on undisclosed terms, and in the same announcement Archer made Wisk the exclusive supplier of autonomy technology for future variants of its aircraft while Boeing invested in Archer's funding round.

## FAQ

**Q: How many Archer shares does Boeing get?**
The agreement sets the payment at 19.75 percent of Archer's Class A shares outstanding immediately before closing, adjusted for the cash held in the three businesses against an agreed target. Against the 759,598,009 Class A shares Archer reported on May 6, that would be roughly 150 million shares, or close to 16.5 percent of the company once the new stock is added to what is already outstanding.

**Q: Can Boeing sell the shares straight away?**
No. The stock is locked up for 12 months after closing. Boeing can hedge it or pledge it as collateral during that period, as long as settling the trade does not require a sale or transfer before the lock-up ends.

**Q: What happens if Archer's shareholders do not approve?**
Archer must call a special meeting within 60 days of closing to seek approval under exchange rules. If it has not passed by the date the warrants first become exercisable, the warrants convert automatically into replacement warrants that settle in cash rather than stock until shareholders approve.

**Q: When is the deal expected to close?**
The companies expect to close by the end of 2026. Either side can terminate if it has not closed by May 9, 2027, an outside date that can be pushed back three months when only regulatory approval is outstanding. Closing needs the Hart-Scott-Rodino waiting period to expire, national security and foreign investment approvals, and New York Stock Exchange approval to list the new shares.