| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Joby Aviation, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
333 Encinal Street, Santa Cruz,
CALIFORNIA
, 95060. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
10b5-1 Trading Plan
On May 14, 2026, the Reporting Person entered into a trading plan (the "2026 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, pursuant to which, a broker dealer has agreed to make periodic sales of up to an aggregate of 1,875,000 shares of Common Stock on behalf of the Reporting Person.
This description of the 2026 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 2026 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Amount beneficially owned: 56,520,980
Percent of Class: 5.7% |
| (b) | Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 56,520,980
Shared power to vote: 0
Sole power to dispose or direct the disposition of: 56,520,980
Shared power to dispose or direct the disposition of: 0
The share amount reported herein consists of (i) 56,328,057 shares of Issuer Common Stock held of record by the Sciarra Management Trust (ii) 50,000 shares of Issuer Common Stock held of record by the Sciarra Foundation, and (iii) 142,923 shares held directly by Mr. Sciarra. The Reporting Person has voting and dispositive power over the shares held in the Sciarra Management Trust and the Sciarra Foundation and therefore may be deemed to be the beneficial owner of such shares.
The above percentage is based on 983,642,852 shares of Issuer Common Stock outstanding as of May 4, 2026. |
| (c) | On April 5, 2026, the Reporting Person received an award of 1,361 fully vested restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock. Except for the foregoing and as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Issuer Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the 2026 Trading Plan and is incorporated herein by reference. The Form of Trading Plan is attached as an exhibit hereto and incorporated herein by reference. The Reporting Person is also party to an existing Rule 10b5-1 trading arrangement pursuant to which up to 1,500,000 shares of Common Stock may be sold on behalf of the Reporting Person, which will expire on June 30, 2026.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Form of Trading Plan. |
