A. History and Development of the Company Vertical Aerospace Ltd., or “Vertical,” is an exempted company with limited liability under the Companies Act incorporated under the laws of the Cayman Islands on May 21, 2021. Exempted companies are Cayman Islands companies whose operations are conducted mainly outside the Cayman Islands. Vertical was formed for the sole purpose of effectuating the Business Combination, which was consummated on December 16, 2021. Upon the closing of the Business Combination, Vertical became the direct parent of VAGL, a manufacturer that designs, manufactures and sells zero operating emission eVTOL (as defined below) and hybrid-electric aircraft. For an overview of the history of VAGL, see “—B. Business Overview.” 51 Table of Contents The principal executive office of Vertical is Unit 1 Camwal Court, Chapel Street, Bristol BS2 0UW, United Kingdom, and the telephone number of Vertical is +44 117 471 0150. Our agent for service of process in the United States is Cogency Global Inc., whose address is 122 East 42nd Street, 18th Floor, New York, New York 10168. The website address of Vertical is https://vertical-aerospace.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Annual Report. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, such as Vertical, at http://www.sec.gov. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025, and for those currently in progress, see Item 5. “Operating and Financial Review and Prospects.” Our Ownership History Vertical Aerospace was founded in 2016 by Stephen Fitzpatrick to decarbonize air travel using technologies from across the aviation, energy and automotive industries. In 2021, the Company was listed on the NYSE following the closing of the Business Combination, through a special purpose acquisition company. Mr. Fitzpatrick served as our Chief Executive Officer since our founding in 2016 until May 2024, and as a member of our board of directors from May 2021 to January 2025. Mr. Fitzpatrick was our majority shareholder from the time of our listing on the NYSE until December 2024, when, pursuant to the Investment Agreement and First Supplemental Indenture, Mudrick Capital converted half, or approximately $130 million in principal amount, of the Convertible Senior Secured Notes into ordinary shares of the Company. Currently, Mudrick Capital (including funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates) is our ultimate controlling party, and, as of February 27, 2026, held approximately 55% of the voting power of our outstanding share capital. Reverse Share Split On September 16, 2024, the shareholders of the Company authorized the Board to effect a reverse share split of all of the Company’s outstanding ordinary shares. On September 16, 2024, the Board approved the implementation of a reverse share split at a ratio of one-for-ten shares, which became effective on September 20, 2024, adjusting all outstanding stock-based awards, including options, restricted stock units and warrants, as well as the authorized shares issuable under the 2021 Incentive Plan and EMI Option Agreements (the “Reverse Share Split”). Upon effectiveness of the Reverse Share Split, the Company’s ordinary shares trade under a new CUSIP number, G9471C206. Recent Developments Business Update On December 10, 2025, we announced the unveiling of Valo, the zero-operating emission eVTOL aircraft that we intend to design, manufacture and commercialize for deployment in the advanced air mobility market. Valo represents the successor to the Company’s VX4 prototype and incorporates a more advanced design informed by data and findings generated through our piloted test program. Long-Term Supplier Partnership In February 2026, we announced that we and Evolito Ltd. (“Evolito”) entered into a new long-term agreement, effective as of February 4, 2026, under which Evolito is to design, supply and subsequently support the Electric Propulsion Units (“EPUs”) for Valo. As part of the partnership, Evolito is to supply its unique EPU architecture, expected to deliver high performance, extended range, and built-in redundancy. The Company and Evolito plan to work together to certify the EPU to achieve airliner-level safety certification with CAA and concurrently validate it with EASA, integrating it as a core component of Valo’s propulsion system. Evolito holds a CAA DOA, a critical prerequisite for eVTOL Type certification in the UK which is required to enter commercial operations. In December 2025, we announced that we and Syensqo, a global leader in advanced materials, entered into a Long-Term Development and Supply Agreement, pursuant to which Syensqo will supply the composite and adhesive materials for use across the entire eVTOL structure including the wing, empennage, pylons and fuselage, of both the pre-production and, subject to certification, certified aircraft that will enter into service. 52 Table of Contents Extraordinary General Meeting of Shareholders On December 29, 2025, we provided notice to our shareholders regarding an extraordinary general meeting of shareholders (“EGM”), held on January 20, 2026, at which our shareholders of record as of December 29, 2025, voted by ordinary resolution to increase the authorized share capital of the Company and by special resolution to amend and restate the Articles to revise the provisions relating to the authorized share capital of the Company in the memorandum of association from (a) “US$210,000, divided into 200,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each”, to (b) “US$1,010,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.001 each and 10,000,000 preferred shares of a par value of US$0.001 each”. B. Business Overview Overview Our vision is to transform how the world moves. We are a global aerospace and technology company that is pioneering electric aviation, focused on designing, manufacturing and selling a zero operating emission electric vertical takeoff and landing (“eVTOL”) aircraft for use in the advanced air mobility (“AAM”) market, using cutting edge technology from the aerospace, automotive and energy industries. Founded in 2016, we draw on deep aerospace and automotive expertise. We designed, built and flew two sub-scale prototype eVTOL aircraft in 2018 and 2019. We are currently developing, and are progressing towards the certification of, our flagship eVTOL, Valo (previously known as the VX4). Our first full-scale prototype successfully concluded its remote thrustborne flight test campaign in August 2023. Our second, more advanced, full-scale prototype commenced flight tests in July 2024. In January 2025, we took another significant step in our testing program by successfully completing our first piloted thrustborne flight maneuvers. The milestone was achieved after we received approval from the CAA to expand our Permit to Fly, enabling us to progress from piloted thrustborne hover to piloted thrustborne low-speed flight maneuvers at altitude. Thrustborne flights, with lift generated by the propellers, are designed to assess the aircraft’s stability, battery efficiency, control characteristics, aerodynamics, structural and dynamic loads and performance across different speeds, enabling further assessment of how the aircraft behaves under real-world flight conditions. In February 2025, we completed the piloted thrustborne testing phase. In May 2025, we commenced Phase 3 of our flight test program, completing what we understand to be the first-ever wingborne flight of a winged electric vertical take-off and landing aircraft in European open airspace, where the aircraft took-off, flew and landed like a conventional aircraft, with lift generated by the wing. On July 16, 2025, following Flight Conditions and Permit to Fly approvals from the CAA, the prototype flew from our Flight Test Centre at Cotswold Airport to the Royal International Air Tattoo (“RIAT”) at RAF Fairford, a Royal Air Force station which is used by the United States Airforce. In September 2025, we announced the conclusion of Phase 3 wingborne testing, with the aircraft performing as modeled in the simulator, validating both the design and ease of handling. We have now commenced the final Phase 4 flight phase – piloted transition flight – which tests the aircraft’s ability to shift seamlessly between vertical lift (“helicopter mode”) and wingborne flight (“airplane mode”). This will be the operating mode used in passenger service. In December 2025, we completed the assembly of our third full-scale prototype, identical to the second, and the aircraft will begin flight testing following commissioning. Both our second, and third prototypes include much of our strategic partners’ technology that we plan to incorporate into our final certification aircraft. In addition, we also expect to have five flying and two static aircraft, for certification purposes only, built prior to the end of 2027. 53 Table of Contents We are targeting Valo to be capable of transporting a pilot and up to six passengers, traveling distances of up to 100 miles, and achieving cruise speeds of 150 mph, while producing minimal noise and zero operating emissions. Valo is being designed around existing certifiable technology, as well as certain novel technology such as the batteries and propellers which we are designing and developing in-house. Collectively, our experienced team has previously certified and supported the development of over 30 aircraft and propulsion systems around the world. We are currently one of the only eVTOL designers and original equipment manufacturers (“OEMs”) actively pursuing certification from the CAA and the European Union Aviation Safety Agency (“EASA”) with a winged vehicle. We aim to have our aircraft certified to safety targets the same as those to which large commercial airliners are subject, based on standards that are multitudes times safer than those applicable to small single engine helicopters. EASA and the CAA have also agreed how they will collaborate on the certification of Vertical’s Valo, under the technical implementation procedures agreed as part of the UK’s withdrawal from the European Union. While both regulators have been working closely already, this sets the foundations for their certification experts to apply common standards and work together towards concurrent certification and validation of Valo by both authorities. In 2023, the CAA announced its intention to adopt EASA’s Means of Compliance to SC-VTOL, the standards against which European and UK manufacturers design eVTOLs. In 2025, the CAA announced its eVTOL Delivery Model which sets out a regulatory framework to facilitate commercial eVTOL flights in the UK by the end of 2028. By achieving certification of our Valo eVTOL aircraft from the CAA and EASA, we expect to leverage the work done with our home regulator to have the certification validated by other regulators where we intend to operate, including the United States Federal Aviation Authority (the “FAA”), Brazil’s National Civil Aviation Agency (“ANAC”) and Japan Civil Aviation Bureau (“JCAB”). In March 2023, the CAA issued us with an eVTOL DOA, the scope of which was expanded in July 2024, enabling our engineers to sign-off compliance of an expanding range of technical areas, including additional aspects of flight control, avionics and electrical systems. By enhancing our capacity to carry out certification activities, we expect to streamline the overall certification process. UK and European aerospace companies cannot hold a type certificate, necessary for entry into service, without being granted a DOA. The DOA authorizes us to conduct design activities and issue design approvals within the DOA’s scope of approval. In 2025, we maintained our DOA after our first 24-month audit. We have forged strong relationships with industry-leading players to develop the various components of our aircraft. For instance, we are co-developing our flight controls systems with Honeywell, to unlock maximum performance with safe and simple to operate controls, reducing pilot workload and thereby reducing pilot training and operating costs. We are partnering with Aciturri Aerostructures, which has long-established experience in composite aerostructure development and manufacturing of major airframe components to supply the entire airframe, including the wing, empennage, pylons and fuselage for Valo. Combined, these features provide a flexible design to address different markets and a scalable design to facilitate manufacturing. We collaborate with Dassault, which provides and help us customize its 3Dx Platform software, in which we design, configure and develop the Digital Twin of our aircraft. Our proprietary battery system utilizes small format cylindrical cells to provide high power density while at the same time, being low cost and highly reliable, as well as utilizing safety features to ensure safety across all operations. We have selected Evolito to supply us with a type-certified lightweight, efficient electric motors, with high-integrity DAL-A power electronics, integrated into a single electric engine (an “EPU”), expected to provide the extended range, high performance and built-in redundancy required for Valo’s entry into service. Our advanced propeller system uses four tilting propellers at the front of the aircraft and four stowable propellers at the rear to enable high efficiency in all phases of flight and support a vehicle noise signature that we believe will be less than 70dBA in hover, the same as low-level city traffic, and less than 50dBA in cruise, which is likely to be unnoticeable in an urban environment. We are working with Syensqo (formerly Solvay), one of the world’s leading chemical and advanced materials companies, to ensure that our materials and composites are high quality and sustainably sourced. Syensqo’s advanced materials are to be integrated across the entire airframe, providing the lightweight strength, structural efficiency and durability required for the high-cycle operations of electric vertical flight We are also working together with CAE, a market leader in flight simulation and training, to develop a best-in-class training program. CAE will be the exclusive training device provider, tailoring the high-fidelity, next-generation flight simulation training device for the aircraft. We believe these relationships will allow us to provide superior products at scale, while maintaining a lean cost structure and taking advantage of both internal and external research and development synergies. In May 2025, we announced a complementary hybrid-electric aircraft. This aircraft complements the eVTOL aircraft by maintaining the same aircraft architecture. The hybrid electric is intended to extend the payload and range capability of the pure eVTOL platform to carry up to 1,100 kilograms and travel 1,000+ miles, enabling new potential applications in defense, logistics and commercial sectors including air ambulance services, which require longer range and higher payload than current eVTOL platforms can deliver. Our ability to develop industry-leading aircraft is rooted in our team’s depth of talent, experience and culture. Our senior team includes technical experts handpicked from the aerospace and advanced automotive industries. Combined the team have certified over 30 aircraft and propulsion units. The complementary skill sets of our leadership team are critical to the success of the aircraft designs and our business. 54 Table of Contents In November 2024, we launched Flightpath 2030, our strategy for market leadership before the end of the decade through embedding a pioneering culture, redefining aerospace best practice, intelligent partnering and being safety obsessed. Flightpath 2030 sets out defined goals for Vertical to achieve by 2030, including certain operating goals – among other things: the number of aircraft targeted to be delivered to our customers, an annual production rate target, certifying the all-electric Valo aircraft in 2028, maintaining a zero accident rate – as well as and certain financial goals. In September 2025, reflecting our subsequent progress and learnings, we announced a number of revised or new operational and financial goals. We are developing a sophisticated eVTOL ecosystem that allows us to focus on providing a high quality experience. Our in-house expertise, together with our industry-leading partners, cover design, certification, assembly and manufacture, pilot experience, end-user experience and base platform performance. We aim to be one of the leading eVTOL aircraft OEMs, selling globally certified eVTOL aircraft to a variety of customers, including, commercial airlines, aircraft leasing companies, business aviation, tourism groups, mobility platforms and existing helicopter operators as well as new operators in the AAM market, providing both OEM sales and aftermarket services to our customers. We also believe there is a potential market to provide OEM sales to a variety of industries beyond traditional airline and helicopter customers, such as tourism, where there is an opportunity to replace existing transportation options like minibuses, and the cargo and logistics industry, where there is potential to partner with global logistics firms and large retail customers. There is a further opportunity to generate revenue from other sectors such as emergency services, as eVTOL aircraft can be used for emergency patient and supplies transport, particularly in densely populated areas or military logistics transport, among other potential uses. We plan to explore the potential development of versions of Valo for such scenarios. Our strategy is to forge partnerships in key markets with partners that have existing demand and are local trusted brands with market specific knowledge. We believe that by partnering with such market players, we can extend their business models and build a market ecosystem that will allow us to expand our proposition over time. Our focus on system integration and establishment of an industrial supply chain is expected to enable rapid scaling of production of our aircraft. Market Opportunity and Marketing Strategy We believe that deploying a new type of aerial mobility network in cities represents an extensive market opportunity that we expect to expand over time. We intend to seize on the untapped demand for getting into and out of city centers globally, as certain existing travel methods can be impractical, inconvenient or unaffordable. We believe that we have a significant opportunity to meet this untapped demand in the AAM market, with the urban air mobility market currently projected to grow to a total addressable market size of $1 trillion by 2040, according to Morgan Stanley. We believe that our aircraft will be competitive in several existing sectors for our operator customers, including helicopters – both commercial and military – which are projected to have a total addressable market of $96.5 billion in 2026, as well as the ride hailing sector, which is projected to have revenues of $188.6 billion in 2026, according to Fortune Business Insights and Statista Report. With high population densities and transit activities, intercity markets are likely to be one of the key growth drivers in the AAM market in the upcoming years. According to UK Government Department for Transport statistics, in England alone, there were 313,000 licensed taxis and private hire vehicles in 2024, representing an 8.2% increase from 2023 and a 70% increase from 2005. According to our analysis and route mapping with our customers, typical journeys within the targeted range of Valo include JFK to downtown Manhattan; Miami International Airport to Fort Lauderdale; London Heathrow to Cambridge or Nice to Monaco. ​ 55 Table of Contents In addition to intercity opportunities, we see a number of very attractive hub-spoke markets such as the United Kingdom, where, according to the 2021 UK Census, there are approximately 37 towns and cities with populations over 100,000 inhabitants within 100 miles of Heathrow Airport. These towns and cities represent a target population of approximately 7.7 million (excluding London), based on our internal analysis, that could be connected into the Heathrow hub. In addition to high frequency central business district hub shuttle services such as JFK to Manhattan and Heathrow to London city center, there are a number of high gross domestic product per capita target markets for fast, zero operating emission air taxi services to and from similar airports, representing an attractive market for first and business class propositions. Our marketing and communications strategy is based upon a three-pronged approach: build awareness of the Vertical brand within our key markets, communicate our business narrative to influential audiences, and build a trusted and credible reputation with our customers, partners and wider audience. Critical to our progress so far has been the establishment of a globally recognized partner ecosystem which has been developed through focusing on the goal of technological and design superiority of Valo, our pathway to certification and unique business model. We also recognize that pioneering electric aviation requires social and political support. As a result, we intend to inspire advocacy from opinion leaders, aerospace industry and regulators by following a purpose-based marketing approach. This includes demonstrating potential use case applications of Valo to our audiences with our partners to show the differences our eVTOL can potentially make to everyday travel, as well as demonstrating an appealing design of our product and showcasing the customer journey. To position Vertical as one of the leading OEM brands, we have deployed our marketing and communications strategy across earned, paid and owned media channels as well as industry events, including touring Valo globally. Our content strategy also focuses on co-developing stories with our customers and supply chain partners to leverage their audiences and support our aim of educating and inspiring audiences on the opportunities of electric flight. Our communications function plays a major role in articulating, persuading and inspiring our audiences of the opportunities within eVTOL travel and our business model, while we continue to inform the market of our progress through methods such as press releases, broadcast media and speeches at industry-leading conferences and events. Such events will be a part of our marketing strategy moving forward, enabling deeper customer relationships and the opportunity to share our flight test progress, demonstrate technological advancements and provide direct access to the Vertical team. By collaborating and synergizing our marketing with our network of renowned international partners, we intend to continue developing our company reputation through combined marketing activities. Ultimately, the marketing strategy supports delivery of the Vertical message of brand purpose, mission focus and business progress to deliver a cohesive, transparent and fact-based company profile to our external stakeholders. Our Business and Strategy Prototype Flights Tests We have successfully conducted flight testing of four prototype eVTOL aircraft in the United Kingdom. The VA-X1, our first prototype, was flown in 2018 as our proof of concept aircraft. This was a single seater eVTOL with four electric engines, each inside a ducted fan. The VA-X2 flew in 2019 and successfully demonstrated safe flight with a deliberate “motorout,” which is a critical step in obtaining certification from the CAA. The VA-X2 was a two seater, eight propeller aircraft that was capable of carrying up to 250 kg at speeds of up to 50 mph. In September 2022, following a series of rigorous ground-based tests, including lift, vibration and propeller thrust, our first full-scale prototype started the first stages of a flight test campaign. By August 2023, operating under CAA approvals, this prototype had successfully completed a remote thrustborne flight test campaign (including lifting, hovering, flying and landing vertically, by the thrust of the aircraft’s propulsion system). The flight tests included numerous hovers, both tethered (with a pilot) and untethered, expanding the low-speed flight envelope under remotely piloted conditions and powered by our proprietary battery systems. During this flight test campaign, this first full-scale prototype reached its target speed of 40kts (70 kmph), demonstrating overall stability and control. Performance targets were generally exceeded by 10-30% during hover and low speed flights. The prototype performed especially well in sustained hover, typically the most challenging regime for a vertical take-off and landing (“VTOL”) aircraft, where it maintained level flight for longer than anticipated. The aim of these thrustborne flight tests was to verify acceptable stability, battery efficiency and control characteristics, aerodynamics, structural loads, performance and vibration throughout this speed range – all of which were achieved. This test flight campaign of our first aircraft provided us with significant learnings, which have helped inform the design of our second prototype. 56 Table of Contents On August 9, 2023, following the completion of our remote thrustborne flight test campaign, we conducted further uncrewed flight tests of the prototype aircraft under stress scenarios before its planned retirement, to understand how the aircraft would perform outside of its expected operating conditions. During one of these further flight tests, an unexpected fault occurred, causing the aircraft to enter into a stable descent before being damaged on impact with the ground. We completed a swift and thorough investigation and submitted a report to the Air Accidents Investigation Branch (“AAIB”). Both the AAIB’s and our reports concluded that the primary cause of the accident was due to an adhesive bond failure of a propeller blade. We had already redesigned the early generation propeller prior to the accident and are no longer using the same supplier. In July 2024, we completed the build of our second more advanced full-scale prototype. This prototype incorporates additional technology from our partners that we expect to implement into our certification aircraft. The aircraft has been designed and built in collaboration with our global aerospace partners, including Honeywell and Syensqo, and features our next generation propellers and proprietary battery technology, designed and manufactured at our Vertical Energy Centre. The CAA issued a Permit to Fly in July 2024 following a rigorous evaluation of the engineering, design, test data and aircraft, and we began our piloted flight test campaign, completing our first tethered piloted flight in July 2024. In September 2024, the prototype completed Phase 1 of its piloted flight test program at the Vertical Flight Test Centre and in November 2024, it achieved piloted, untethered vertical take-off and landing for the first time as Phase 2 of its flight test program began. Through January 2025, untethered flight tests continued with Vertical becoming what we believe is only the second company in the world to achieve piloted thrustborne flight maneuvers with a full-scale vectored thrust eVTOL aircraft. These tests demonstrated the prototype aircraft’s ability to hover and progress to piloted, low-speed maneuvers using lift generated by the propellers. In February 2025, the piloted thrustborne testing phase was completed. In May 2025, we commenced Phase 3 of our flight test program, completing what we understand to be the first-ever wingborne flight of a winged electric vertical take-off and landing aircraft in European open airspace, where the aircraft took-off, flew and landed like a conventional aircraft, with lift generated by the wing. Transitioning from a tightly controlled test environment to more dynamic, scalable operations is a major step on the path to full certification and commercial viability. On July 16, 2025, following Flight Conditions and Permit to Fly approvals from the CAA, our prototype flew from our Flight Test Centre at Cotswold Airport to the Royal International Air Tattoo (RIAT) at RAF Fairford, a Royal Air Force station which is used by the United States Airforce. In September 2025, we announced the conclusion of Phase 3 wingborne testing, with the aircraft performing as modeled in the simulator, validating both the design and ease of handling. The final Phase 4 flight phase is piloted transition flight, which tests the aircrafts’ ability to shift seamlessly between vertical lift (“helicopter mode”) and wingborne flight (“airplane mode”), which will be the operating mode used in passenger service. This Phase 4 transition flight testing commenced in November 2025 under regulatory oversight. As we progress through this phase and systematically expand the flight envelope, we are approaching transition testing from both ends – by accelerating from hover and decelerating from wingborne flight. We have completed the assembly of an identical full-scale prototype which will accelerate the flight test program and demonstration capability. By doubling our flight test capacity to two prototypes, we will significantly accelerate the rate at which we gain knowledge and experience of all aspects of the aircraft and its performance and apply it to optimize the design and development of Valo. Prototype flight tests are a critical factor affecting the operating results of the Company. These tests provide essential data and insights that inform the design, safety, and performance of our aircraft. Successful flight tests validate our technological advancements and regulatory compliance, which are crucial for progressing towards certification and commercialization. Conversely, any material setbacks or delays in the flight test program can impact our timelines, costs, and investor confidence. Focus on Certification Safety is our highest priority. We are working to meet the most stringent aircraft certifications around the world, and our aircraft is being designed with certification in mind from the beginning. We are currently one of the only eVTOL designers and OEMs actively pursuing certification from the CAA and EASA with a winged vehicle using predominantly already available technology. We expect to achieve concurrent type certification from the CAA and EASA for our Valo aircraft, with validation from the FAA and other international regulators expected to follow thereafter. We are targeting type certification of our all-electric Valo aircraft in 2028. 57 Table of Contents To achieve type certification, new aircraft designs are required to undergo a rigorous assessment of the design where we demonstrate compliance against the strict airworthiness requirements. A type certificate for the aircraft’s design is an essential prerequisite for any individual aircraft of that design to be issued with a Certificate of Airworthiness from the relevant local airworthiness authority – the CAA in our case – which, in turn, allows the owner to fly that aircraft. This is a time-consuming and intense process, often extending over several years, which requires extensive ground and inflight testing with authorities, engineers and flight test pilots across a fleet of multiple aircraft. When we begin production, we expect to continue to interact with numerous government agencies and entities with respect to our production and quality systems. We are developing the systems and processes needed to obtain the required POA from the CAA and intend to obtain this approval as part of the process of manufacturing conforming aircraft in the leadup to obtaining a type certificate for the aircraft. We have been working with the CAA, EASA and European Organization for Civil Aviation Equipment (“EUROCAE”) to establish the specific design criteria (certification specifications) and means of compliance that apply to eVTOL aircraft. We and our partners participate on several working groups with the EUROCAE, including chairing the EUROCAE eVTOL Working Group Electrical Panel, participating on the electrical, lift/thrust, safety, flight and avionics working groups and having one-on-one discussions with the CAA and EASA to assist with tailoring and creating the requirements for eVTOL aircraft. By working closely with the CAA and EASA to obtain certification in our home markets of the United Kingdom and European Union, we believe that the knowledge and expertise that we will gain from obtaining certification in these areas can give us a competitive advantage that we can leverage to assist us with obtaining similar certifications in other global markets. The use of common standards between EASA and CAA for Valo will strengthen this foundation. Many airworthiness authorities around the world have not yet declared their specific certification requirements for eVTOLs; however, we believe it is likely that different jurisdictions will harmonize certification bases, broadly aligning with either the CAA, EASA or the FAA’s requirements. Given the stringent and rigorous safety requirements of the CAA and EASA certifications, we believe that our design will meet the certification needs for any jurisdiction of our customers. We believe that our strong strategic partnerships with our technology partners, many of which have deep experience and pedigree in certifying against these standards, will give us a competitive advantage over our competitors. We are carefully and intentionally designing our aircraft with these standards in mind. In recent years, we have undertaken initial Technical Familiarizations and General Familiarizations with the five aviation regulators with which we are currently seeking Type Certification: the CAA, EASA, FAA, JCAB and ANAC. Together with specialists from the respective regulators, these Technical Familiarizations provide an opportunity for Vertical panel specialists to introduce a thorough description of Valo aircraft systems and structures in order to provide the relevant regulators with sufficient knowledge of the aircraft and establish the initial certification basis and certification and validation timeline in respective jurisdictions. We will continue to work with each of the relevant regulators to progress our certification and validation efforts. Valo: One of the Most Advanced eVTOL Aircraft Globally Valo is our eVTOL aircraft at the center of our go-to-market strategy. After designing, building, testing and flying two earlier prototypes, the VA-X1 and the VA-X2, we unveiled the four passenger VX4 in 2020. In December 2025, we launched Valo, our planned certification and production aircraft, which we believe is one of the most advanced eVTOLs globally. Valo is being designed to target travel distances of up to 100 miles, achieving cruise speeds of 150 mph, with a four passenger capacity, scalable to up to six passengers. It is anticipated that this upgrade would require minimal adjustments to the design or certification requirements to accommodate additional passengers. In line with our mission to pioneer electric aviation, the purely electric version of Valo is designed to be fully electric and produce zero operating emissions in flight. The aircraft will have four tilting frontal propellers allowing it to take off vertically. The propellers will rotate after takeoff and into flight mode. Based on our internal calculations, its noise levels are expected to be significantly quieter in cruise compared to a helicopter in cruise. Valo is also expected to be orders of magnitude safer than a similarly sized helicopter in line with the anticipated regulations for eVTOL aircraft from the CAA and EASA. 58 Table of Contents The interior of Valo is being designed to create an outstanding passenger experience. We are aiming to deliver the most powerful powertrain in the eVTOL industry, with a 200Wh/kg battery. Our second prototype powertrain is currently able to deliver 1.4 megawatts of peak power. This powertrain is expected to be oversized for our entry into service aircraft, which is designed to permit a generous payload for one pilot, four passengers in spacious club seating with luggage. This aircraft, with four passengers on board, is expected to accommodate 70 pounds of luggage per passenger, with a total payload of approximately 1,200 pounds (or 550 kilograms). Valo is designed to have large side windows, providing spectacular views for the passengers, as well as a cockpit divider for enhanced safety and privacy. By virtue of the powertrain and the large fuselage of the existing aircraft architecture, it is expected that up to six passengers could be accommodated in future upgrades by adjusting the configuration. As announced in May 2025, we are also designing a complementary hybrid-electric Valo aircraft – with the ability to fly with a gas turbine while maintaining the same aircraft architecture. The hybrid-electric variant is intended to extend the payload and range capability of the purely electric version of Valo to carry up to 1,100 kilograms and travel 1,000+ miles, enabling new potential applications in defense, logistics and commercial sectors including air ambulance services, which require longer range and higher payload than current purely electric vertical take-off and landing platforms can deliver. Develop Strong eVTOL Ecosystem Our business model is asset light. We have focused on creating an ecosystem that is a combination of key proprietary components that we have developed internally and strong strategic partnerships with industry leaders in order to design and manufacture an industry-leading eVTOL and hybrid-electric aircraft. We believe that this model will allow us to be more agile, flexible and reactive to future technologies and opportunities, as well as provide competitive user economics, which we expect will allow us to more rapidly scale our production once we have obtained certification. Creating and Investing in Proprietary Designs and Superior Technology We have invested and will continue to invest in certain proprietary features of our aircraft, including our battery system and propeller design. Our proprietary battery system utilizes small format cylindrical cells to provide a high performance, low cost, highly reliable and sustainable supply while ingraining safety features. In 2023, we developed our first full prototype battery pack in-house at the Vertical Energy Centre. We are aiming for entry into service with a 200Wh/kg battery, which is expected to enable Valo to conduct back-to-back missions, with fast charging cycles in-between, and minimized impact on the battery packs’ cycle life. Our advanced propeller system uses four tilting propellers at the front of the aircraft and four stowable propellers at the rear to enable high efficiency in all phases of flight. The impact tolerant and redundant propeller structure enables commercial aviation safety levels while supporting a vehicle noise signature that we believe will be less than 70dBA in hover, the same as low-level city traffic, and less than 50dBA in cruise, which is likely to be unnoticeable in an urban environment. Combining Proprietary Systems with Strategic Partners with Industry-Leading Expertise We believe that our strategic partnerships create a sophisticated eVTOL ecosystem that allows us to focus on creating value for our customers throughout the process. We have sought out partnerships with industry leaders across critical components required to successfully design, develop and operate our aircraft. We have established strong collaborations and relationships with industry-leaders to support the development, manufacture and operation of our aircraft. Powertrain – Evolito In February 2026, we entered into a new long-term agreement with Evolito Ltd. (“Evolito”), a leader in high-performance electric propulsion systems (“EPUs”) to design, supply and subsequently support the EPUs for Valo. As part of the partnership, Evolito is to supply its unique EPU architecture, expected to deliver high performance, extended range, and built-in redundancy. Evolito’s lightweight, efficient electric motors and high-integrity DAL-A power electronics, integrated into a single electric engine, is expected to provide the performance and reliability required for Valo’s entry into commercial service. The Company and Evolito plan to work together to certify the EPU to achieve airliner-level safety certification with the CAA and concurrently validate it with EASA, integrating it as a core component of Valo’s propulsion system. Evolito holds a CAA Design Organisation Approval, a critical prerequisite for eVTOL Type certification in the UK which is required to enter commercial operations. 59 Table of Contents Flight Controls — Honeywell We have partnered with Honeywell, a leading technology and manufacturing company, to develop our next generation avionics and flight controls. We believe the combination of our advanced flight control systems that have a high level of automation and state-of-the-art cockpit human machine interface will be key to reducing pilot workload, minimizing pilot training and operating costs. Our aircraft uses an advanced control system that is based on the system created for the Lockheed Martin F-35, and the triple-redundant architecture safety features of this system are expected to be certified to the same safety standards as commercial airlines. Our partnership with Honeywell provides us with globally recognized services that encompass the design, development and provision of avionics, fly-by-wire navigation and connectivity solution for eVTOL. In May 2025, we entered into a new long-term agreement, expanding our existing partnership and reinforcing Honeywell’s commitment to the certification and production of Valo. This agreement builds on our six-year relationship, during which time we have closely collaborated to address the challenges of advanced air mobility. Under this expanded collaboration, we plan to work together to certify two of the most critical systems for the production version of Valo that make it safer and easier to fly: (1) the aircraft management system, which includes the Honeywell Anthem Flight deck, and (2) the flight controls system, which includes Honeywell’s compact fly-by-wire system. The Anthem Flight deck – combining cockpit displays, software, controls, and connectivity into one smart, digital platform – is designed to be intuitive and highly automated, helping pilots make better, faster decisions. The fly-by-wire system is technology that allows the aircraft to be controlled electronically instead of mechanically, improving stability, safety, and ease of flight. Digital Systems — Dassault Systems Through our partnership with Dassault Systems, we have created the Digital Twin of Valo in Dassault’s 3Dx Platform. Vertical is the 7th selected partner by Dassault, from over 8,000 aerospace and defense customers, meaning we have direct access to the Dassault R&D teams enabling collaboration in configuring and developing the software functionality for the digital twin aircraft. 3Dx is a cloud-based ecosystem representing the ‘single source of truth’ where our Product Life Management Infrastructure is built supporting the Design Assurance System (DAS) needed to maintain our DOA and eventually our POA. Through working with Dassault’s 3Dx Platform, we have been able to deliver business efficiencies through ‘out-of-the-box’ solutions and via enhancement requests providing working methodologies ahead of the program needs. These efficiencies include time savings in producing the Configuration Report (required by the CAA Permit to Fly). Composites — Syensqo (formerly Solvay) We partnered with Syensqo, a global leader in materials, solutions and chemicals, to access the composite materials and adhesives needed for our aircraft. Syensqo brings extensive expertise across aerospace, motorsport and automotive, and Syensqo is pioneering the development of advanced composite materials and manufacturing technologies that bring the benefits of lightweight solutions that can be manufactured with a high degree of automation, using the minimum amounts of materials to enable high production rates and low costs. Working closely with Syensqo has ensured that our aircraft structure, propellers and battery containment system are not only composed of high-quality materials, but also that we are sourcing our materials in a sustainable and innovative way. In December 2025, we announced a long-term supply partnership with Syensqo to integrate Syensqo’s advanced composite and adhesive materials across the entire Valo structure, including the wing, empennage, pylons and fuselage, expected to provide the lightweight strength, structural efficiency and durability required for the high-cycle operations of electric vertical flight. Securing advanced composite materials is critical in ensuring Valo can withstand repeated take-offs and landings while maintaining safety and performance at scale. Carbon composite Fuselage – Aciturri In August 2025, we announced a partnership agreement with Aciturri Aerostructures (“Aciturri”), a leading global aerostructures supplier, to build the airframe for Valo. Aciturri has long-established experience in composite aerostructure development and manufacturing of major airframe components to supply the entire airframe, including the wing, empennage, pylons and fuselage for Valo. In addition, Aciturri is to also have engineering responsibility for several structural components and to provide concurrent manufacturing engineering for the airframe program, providing the conditions for Valo to be built efficiently, reliably, and at scale. 60 Table of Contents Aciturri brings nearly 50 years of experience in commercial aircraft programs, including the design and manufacturing of major airframe components for Airbus, Boeing, and Embraer, including the A320, B737 and Embraer KC-390, as well as proven experience developing airframes for eVTOL programs, such as those for Eve Air Mobility and Lilium. Battery Cells — Molicel We have partnered with Molicel, a leading manufacturer of lithium-ion cells with more than 40 years of experience in energy research and development, to supply the high-power cylindrical cells for our prototype aircraft. We continue to will work with Molicel to ensure its battery cells contribute to the safety, reliability and performance of our aircraft. Since we began testing Molicel’s cells, Vertical has conducted more than 2 million hours of electrical testing at cell, module and pack levels. Flight Simulation and Pilot Training — CAE We are working together with CAE, a market leader in flight simulation and training, to develop a best-in-class training program. CAE will be the exclusive training device provider, tailoring the high-fidelity, next-generation flight simulation training device for our aircraft. The innovative pilot training program is expected to leverage advanced technologies, including mixed reality to enhance the learning experience, and is expected to help shift the training paradigm toward cost-effectiveness and scalability, while ensuring safety, which is paramount to us and our operators. Building Commercial Partnerships for the Future We have deployed a sales strategy engaging in direct sales to operator customers and third party distribution networks. Certain customer obligations are expected to be fulfilled via third party agreements. Our sales force has identified and targeted key prospects from a pool of over 5,000 airlines with ICAO codes worldwide that are seeking to capitalize on the growth of the AAM market. As part of this approach, we have entered into arrangements with several commercial partners, or their permitted assigns, for multiple pre-orders and pre-order options for our aircraft, including with American Airlines, Marubeni, Bristow, Iberojet, Avolon, FLYINGGROUP, Kakao Mobility, JetSetGo and Héli Air Monaco in order to further our global route to market strategy. Certain customer obligations are expected to be fulfilled via third-party agreements. We intend to partner with other existing operators and infrastructure players in other markets to deliver our eVTOL flight services in addition to our existing OEM sales and services operations. We believe this flexible hybrid approach will allow us to access and efficiently capture more of the total addressable market while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value. American Airlines We launched collaborative efforts with the world’s largest airline, American Airlines, as a cornerstone for our go-to-market deployment in the United States in June 2021. American Airlines has agreed to pre-order, subject to certain conditions precedent, up to 250 of our aircraft, with an option to order an additional 100 aircraft. We committed to reserve delivery slots for the first 50 aircraft in exchange for a pre-delivery payment to be made upon entering into a master purchase agreement containing the final terms for the purchase of aircraft, which will be released to Vertical upon the satisfaction of certain conditions agreed by the parties, and later be used to set off against the purchase price for the number of aircraft ultimately purchased by American Airlines. Such Pre-Delivery Payment may be refundable in full to American Airlines under certain circumstances. Beyond aircraft sales, we have been working together with American Airlines to bring AAM to the United States including identifying necessary infrastructure, reviewing routes and propositions, as well as discussing, certification and regulation. As part of this collaboration, American Airlines will benefit from certain equity incentives upon the fulfilment of the commitment to purchase aircraft. Marubeni We are partnering with Marubeni, a leading Japanese integrated trading and investment business conglomerate, to explore sustainable, emissions-free AAM travel solutions in Japan. Marubeni has agreed to pre-order, subject to certain conditions, up to 200 of our aircraft. In January 2023, we received a pre-delivery payment from Marubeni for the reservation of aircraft delivery slots for 25 aircraft, which may be refundable in full under certain circumstances. In February 2026, we and Marubeni announced that we are advancing plans for a future AAM route network across Japan and progressing plans for piloted demonstration flights in the Osaka Bay area. This builds off our joint working group to progress the launch ecosystem for eVTOL operations in Japan, which includes other commercial considerations such as route and network planning, vertiport and charging infrastructure requirements and capacity, as well as engaging with other parties interested in launching AAM travel solutions in Japan. 61 Table of Contents Together with Marubeni, we expect to accelerate our entry into the Japanese market and offer Japanese consumers a safer, faster, cheaper and greener alternative to current short haul options in the country. We believe that with its regulatory advancement and technological advantages, Japan has great potential in terms of commercializing the AAM market. A number of use case application for eVTOLs has been envisioned in Japan, including airport shuttle, inter-city and intra-city travel, aerial medical emergency services, tourism and cross-island flights that will benefit both customers and communities. Bristow We are partnering with Bristow, a leading global provider of vertical flight solutions to government and civil organizations, to develop a joint working group to collaborate on identifying key regulatory bodies in key markets of anticipated operation; analyzing demand, fleet size, infrastructure and storing requirements; identifying potential key customers and markets; analyzing public acceptance and environmental requirements. We believe that partnering with Bristow will enable us to accelerate the commercial operation of eVTOLs and effectively disrupt the helicopter market with our zero operating emissions, quiet, low operating cost Valo as an alternative to traditional helicopters. In June 2025, our partnership with Bristow was expanded to address bringing AAM into commercial operation. Bristow’s “ready-to-fly” model, which mirrors existing, successful operating models adopted by regional airlines, includes access to certified aircraft, trained pilots, maintenance, and insurance – providing Vertical customers turnkey access and allowing them to focus on customer experience, sales, and network integration. Under the memorandum of understanding between the companies, Bristow agreed to pre-order 50 aircraft, with the option to purchase up to 50 more. Iberojet We launched a partnership with Iberojet, which is part of the Avoris Group, a leading travel group in the Spanish and Caribbean markets, in order to explore business collaboration opportunities in AAM, focusing on inter-island travel in the Balearic Islands and Canary Islands, airport passenger feeder operations and the distribution of long haul customers to touristic destinations to/from resorts and airports. Iberojet has agreed to pre-order, subject to certain conditions, up to 100 aircraft. We agreed to create a joint working group with Iberojet to evaluate the foregoing AAM opportunities, as well as collaborate on identifying key regulatory bodies in key markets of anticipated operation; analyzing demand, fleet size, infrastructure and storing requirements; identifying potential infrastructure partners, investors and developers; analyzing public acceptance and environmental requirements. Avolon We are partnering with Avolon, one of the world’s largest aircraft lessor with an extensive global network of airline and OEM relationships, to further expand our customer base in the AAM market. Avolon has existing, long-standing relationships with over 140 airlines globally and a track record of investing in new, innovative aerospace technology. Avolon will be our global go-to-market partner packaging aircraft, asset financing and services to enable forward thinking, entrepreneurial operators to establish AAM operations in new markets. Pursuant to its partnership agreement with us, Avolon has agreed to pre-order approximately 310 of our aircraft, with an option to purchase up to approximately 190 additional aircraft. On March 29, 2022 Avolon announced that it had placed its entire 500 aircraft pre-ordered from us, with the order book being oversubscribed by 50 aircraft, including 250 aircraft with GOL and Grupo Comporte in Brazil, up to 100 aircraft with Japan Airlines in Japan, a minimum of 100 aircraft with AirAsia, and up to 100 aircraft with Gözen Holding in Turkey. In connection with our partnership, Avolon invested a total of $15 million in the PIPE Financing and we also issued certain equity warrants to Avolon in connection with the Business Combination. FLYINGGROUP We are partnering with FLYINGGROUP, one of Europe’s leading business jet operators, to explore the use of Valo in the business aviation market. FLYINGGROUP has agreed to pre-order, subject to certain conditions, up to 50 of our aircraft. We and FLYINGGROUP continue to advance our joint working group to explore FLYINGGROUP’s application of using Valo in the business aviation market, including individual ownership, low volume operation and fractional ownership. The joint working group is also exploring the terms and conditions of an MRO service center, potentially granting FLYINGGROUP the right to perform MRO services for their fleet and to support their private sales. 62 Table of Contents Kakao Mobility In May 2023, South Korean mobility technology company, Kakao Mobility, pre-ordered up to 50 of Vertical’s Valo aircraft, adding South Korea to our list of customer launch markets. Kakao Mobility, the largest Mobility-as-a-Service (MaaS) platform in South Korea with more than 30 million registered users, is the mobility subsidiary of South Korean internet giant, Kakao Corporation. Kakao Mobility runs the country’s most popular taxi-hailing app, Kakao T, providing taxi-hailing, designated driver booking, parking space search, and Kakao Navi app providing real-time traffic information services. Vertical and Kakao Mobility have established a joint working group to drive the commercialization of AAM services in South Korea, including the exploration of network and fleet planning, infrastructure requirements, regulatory development, and consumer awareness of eVTOL mobility solutions. JetSetGo In February 2026, we announced that we are partnering with JetSetGo, one of India’s leading private aviation operators, to establish a framework for the two companies to jointly develop route networks, operating models, regulatory engagement and the commercial rollout of electric and hybrid-electric aircraft across India. As part of the agreement, JetSetGo will lead market research and operational planning for metro and short-haul regional routes, and is already running technical evaluations, demand modelling and feasibility studies in select corridors. JetSetGo has pre-ordered, subject to certain conditions, 50 aircraft. Héli Air Monaco We are partnering with Héli Air Monaco, the founding helicopter operator in the French Riviera opening a new chapter for sustainable air mobility along the Côte d’Azur. Héli Air Monaco plans to operate Valo across its network, connecting destinations such as Monaco, Nice, Cannes and Saint-Tropez through quiet, comfortable, zero-operating emission flights. The deployment of Valo is expected to help preserve the Riviera’s environment while elevating the region’s premium hospitality and travel offering. Héli Air Monaco plans to integrate Valo into its high-end mobility services, offering seamless transfers between airports and heliports. The partnership is being supported by Aéroports de la Côte d’Azur and Monaco Heliport, to develop the infrastructure adaptations required for Valo’s future operations. All of the pre-orders held by American Airlines and Avolon are treated separately from their investments in our company through the PIPE. For more information about the conditions for each of the pre-orders and pre-order options, as well as the receipt of a pre-delivery payment from Marubeni, please see “Risk Factors-Risks Related to Our Business and Industry-All of the pre-orders we have received for our aircraft are not legally binding, are conditional and may be terminated without penalty at any time by either party. If these orders are cancelled, modified, delayed or not placed in accordance with the terms agreed with each party, our business, results of operations, liquidity and cash flow will be materially adversely affected.” Targeted Sales Approach As an OEM, we have built and plan to address an extensive and diverse customer base: (i) airlines that want to extend the passenger experience into their main hubs, creating micro feeders and catchment networks, and transit to city centers and urban areas; (ii) regional airlines that will develop point-to-point routes; (iii) business aviation companies that will complement their offerings with a last-hop service to end destination; (iv) aircraft lessors that will financially support the delivery of business opportunities; and (v) existing helicopter operators that will progressively replace their light segment by our new generation of safer, cheaper and more sustainable aircraft, enabling new operations. Because we are not selling a traditional aircraft, we are actively working to enable the creation of an ecosystem, seeking out local partnerships with our customers and other key industry players in certain strategic markets, with the goal of expanding beyond those particular markets once we have gained the relevant experience. We are working with local transport and aviation authorities, airspace, infrastructure, energy and mobility providers, together with our partners, to comply with local requirements and ensure that there will be the necessary infrastructure and regulations in place for our aircraft and for our partners’ expected operations. A collective effort will be required of both us and our ecosystem partners in order to develop policies and ensure public acceptance, prepare infrastructure and airspace integration for future operations. As part of this work, we are a member of The Air Mobility Ecosystem Consortium (AMEC) which brings together a wide-ranging group of world-leading public and academic institutions, including AtkinsRéalis, Skyports, NATS, Connected Places Catapult, Cranfield University and WMG-University of Warwick, Bristol Airport, London City Airport and Heathrow Airport, to demonstrate the commercial and operational viability of AAM in the UK. 63 Table of Contents We are also undertaking demand analysis and network simulation to allow us to anticipate societal and economical value. Our mission and concepts of operation, together with our strategic partnerships across key markets, will help us to ensure the effective integration of our aircraft and ecosystem with other existing transport means and networks. We have already started executing our sales strategy through our collaborations with our commercial partners. Certain customer obligations are expected to be fulfilled via third party agreements. We are working together with all our commercial partners to define the roadmap for the upcoming years that will enable safe entry into service. We have a significant number of pre-orders from our existing customers. While we are being selective in our active pursuit of more pre-orders, our pre-order book remains open to new customers. We will listen to the voices of our customers and analyze potential market opportunities in tourism, cargo, medical and other public services, and eventually plan to develop specific mission variants. We will explore the scaling of our vehicle into increased range and payload. Provide Comprehensive After Sales Services After we deliver our aircraft, we expect to be able to provide significant additional value through our “Aircraft Services” business. Where required, we plan to partner with our customers to operate our aircraft; the expertise and knowledge we will gain through the design, development, certification, manufacture and assembly of our aircraft will be critical to ongoing maintenance of our aircraft. We plan to develop global clusters, aligned to our OEM markets, to support pilot training, battery management and aircraft maintenance. We plan to partner with existing infrastructure players and deliver our eVTOL flight services over the top of existing operations. Aircraft Services will be defined as an integrated package that will include services such as battery management, pilot training and licensing and general aircraft maintenance. Our aircraft will be highly digital and will generate significant amounts of operational data. We have created a Vertical Cloud to host aircraft data and will be leveraging this to provide aircraft equipment health monitoring, vehicle and fleet operational and maintenance optimization and additional aftermarket services. By the time we launch our Aircraft Services, we expect to also be well advanced in developing pilot simulators as part of our ongoing aircraft certification program, which we will be able to roll out as pilot training services. One of the most critical components of Valo is our battery system, which is being designed in-house, given the unique requirements for eVTOL battery systems. The battery would be certified as part of the aircraft, and therefore, we believe that our OEM sales will drive an aftermarket revenue stream for battery replacements and upgrades. We intend to optimize battery utilization and replacement timing by leveraging the leading smart charging and advanced battery health diagnostics research we are currently undertaking. Furthermore, our battery is being designed for re-use, taking out deteriorated cell packs for second life use in non-aviation, while reusing the valuable aerospace grade electronics and composite battery packs. Once we have developed this technology, we may expand these services into other industries that use similar battery systems, such as the wider electrification of transportation and stationary storage for grid applications. Carefully Selected Team with Leading Aerospace and Automotive Expertise We have a highly experienced senior team that includes individuals from the aerospace and advanced automotive industries, led by our Chief Executive Officer, Stuart Simpson, who previously served as CFO of Avast plc, a FTSE 100 company, before its $8 billion acquisition by NortonLifeLock, and as Interim CEO, CFO and COO at Royal Mail, and has a long history of experience working in the automotive industry, working for General Motors and Rolls-Royce and Bentley Motor Car Company; Michael Cervenka, our Chief Commercial and Strategy Officer, who previously served as Head of Future Technologies, among other key roles, at Rolls-Royce; and David King, our Chief Engineer, who previously served as the Chief Engineer of the AW609 at Leonardo and at aircraft manufacturer Bell Aircraft, where he was Chief Engineer and launched Bell’s newest commercial helicopter design and certification project, the Bell 525 Relentless. We believe that our management team is crucial to our success, including our ability to create proprietary systems and work closely with our strategic partners to bring what we believe will be an industry-leading eVTOL aircraft to market. Dómhnal Slattery rejoined Vertical as Chairman of our Board in January 2025, after previously serving as Chairman from January 2022 to August 2023. Mr. Slattery brings over three decades of global aviation industry expertise and is one the world’s leading aircraft leasing and finance pioneers, having founded and built Avolon and SMBC Aviation into leading industry players, which are respectively ranked as the number two and three aircraft leasing companies in the world. Mr. Slattery is also CEO and Chairman of Clahane Capital. In September 2025, Patrick Ky joined our Board, who previously served as Executive Director of EASA from 2013 to 2023. Under his leadership, EASA developed the world’s first comprehensive regulatory framework for eVTOL aircraft, SC-VTOL, published in 2019, creating a pathway for the certification of electric flight. 64 Table of Contents The complementary skill sets of our handpicked, high-class team are critical to the success of the aircraft designs and our business. We are headquartered in Bristol, which is at the center of the United Kingdom’s aerospace cluster, giving us a unique access to talent and aerospace technical and supply chain ecosystems, which we believe differentiates us from our competitors and increases the barriers to entry. Designed for Scalable Manufacturing We are designing our aircraft with a focus on manufacturing and the fastest route to scale from day one. After receiving CAA and EASA certification, we anticipate rapid scaling as a result of the ecosystem we have built with the combination of our proprietary systems and strategic partnerships. We will be responsible for the overall manufacture and assembly of the aircraft and battery system and will leverage our industrial partnerships in order to deliver our aircraft as quickly as possible. Our strategy is to work with major aerospace suppliers to enable production ramp-up, which we believe will be a significant differentiator for us. We aim to begin with staged production that will align with pre-orders from our strategic partners. While the components and sub-systems will be manufactured by our supply chain partners, we will carry out final assembly of the battery systems and the overall aircraft in purpose-built facilities. By integrating our partners and suppliers into our manufacturing line, we expect to reduce operating costs while simultaneously spreading risk across the supply chain. This strategic partnership approach will leverage the significant industrialization capabilities in our supply chain ecosystem, allowing us to focus on the assembly of our aircraft and avoid having to make significant investments in individual component and sub-system manufacturing. We expect that in the near term, there will be significant market demand for eVTOL aircraft as a replacement to helicopters, which we believe will propel further market growth and help to grow new transportation opportunities. We anticipate scaling and growing our production capacity by leveraging the partnership-based ecosystem that we are creating, which we believe will allow us to meet this market demand quickly and efficiently. We expect to initially produce lower volumes in the early years of production, while continuing to plan for higher volume manufacturing in the future. Our Focus on Sustainable Manufacturing and Safety We plan to design our facilities and manufacturing processes to be efficient, safe and sustainable in order to minimize our carbon footprint and encourage us to be leaders in creating environmentally friendly manufacturing practices and aircraft. We have partnered with Syensqo and Aciturri, global leaders in composite materials in aerospace, to incorporate lightweight composite materials that allow our aircraft to be lighter, and therefore, more fuel efficient, while also providing a high-quality experience that exceeds that of metal parts. In 2026, subject to securing the necessary capital, we expect that two new manufacturing facilities will come online. An expanded facility at our Flight Test Centre at Cotswold Airport – capable of building up to 25 Valo, and a larger sister battery facility adjacent to the Vertical Energy Centre, capable of manufacturing all the batteries our production aircraft are expected to require through to 2030. Further longer-term manufacturing locations are expected to be decided in 2026. Attractive Aircraft Unit Economics Driving Adoption We believe that our aircraft will offer compelling operating costs across a range of potential missions. We believe our expected low operating costs will enable operators to offer prices at a reduction to existing helicopter ridesharing services, ensuring affordability for passengers and enabling mass adoption. Valo is being designed to allow flexibility in operators running both intra-city and inter-city missions not just for passenger operations but also potentially cargo, medivac and other use cases. Compared to helicopters, we believe some of the key cost advantages of Valo will be: a reduced part count and complexity, lowering maintenance costs; simplified aircraft operations through simpler training and greater accessibility, which can ultimately lead to lower costs; and an expected greater utilization of the aircraft as a result of greater landing site utilization due to reduced noise and lower costs as demand for the aircraft increases over time and they gain more popularity. Benchmarking against existing helicopter ridesharing operations and engaging in dialogue with our key strategic partners provides us with clearer visibility on operational costs. ​ 65 Table of Contents We believe our low production costs and ability to rapidly scale production to meet customer demands will also help to drive our future OEM sales. Through our collaborative industrial partnerships with key component providers, we have strong confidence in our bottom-up component by component projected cost structure for Valo. We have a number of certification and early production contracts signed and will negotiate future production contracts that include global aftermarket support and other services to support our production process. These cover an extensive proportion of the cost base of the aircraft and gives us strong certainty of what we can deliver in the future. Moreover, we believe our access through strategic partners to vast aerospace supply chains will allow us to rapidly increase production while maintaining our cost structure. Our strategic aerospace partners have the capabilities to manufacture at scale while meeting stringent aviation technical requirements, which gives us a competitive advantage against competitors with lower specification automotive partnerships or start-up companies that have chosen to predominantly vertically integrate their manufacturing activities. Future Market Opportunities We intend to leverage our expertise and position as a leading eVTOL aircraft OEM to generate revenue by providing services ancillary to our aircraft. We believe there are opportunities to address sectors that are adjacent to our core business, including delivery and logistics as well as emergency services, cargo and military logistics transport applications, as well as selling and servicing battery systems and battery packs in other sectors such as automotive and stationary grid storage. Through our Aircraft Services business, we intend to leverage developments in our battery technologies and alternative methods of energy storage for use in other applications as well as other sectors in the future after we begin manufacturing our aircraft at scale. Our Aircraft Services will include battery management, pilot training and licensing and aircraft maintenance. Our aircraft will use our proprietary battery systems, and we will be able to service battery systems by providing replacement hardware and smart diagnostics that we expect will enable optimum battery charging, operation and maintenance, as well as maintain an inventory of spares to support our aircraft around the world. In addition, our aircraft will be highly digital and will provide significant amounts of operational data that we can use to generate additional revenue for our “Vertical Cloud Services” business. Government Regulation and Compliance In the near term, our priorities include working with the CAA, EASA, the FAA, and other regulators such as JCAB and ANAC in connection with the certification and validation processes of Valo, and working on policy engagements with regulators, decision makers and communities within our key markets. Certification Process For a discussion of the design certification process, known as “type certification,” see “Our Business and Strategy—Focus on Certification” above. Airspace Integration Our aircraft are being designed to be operated under current flight rules and regulations with a qualified pilot in command onboard the aircraft. As such, fixed wing and rotary commercial pilots initially will be able to fly our aircraft once they have secured the necessary aircraft type rating approvals. As the eVTOL industry expands, we will work with pilots and regulators to explore opportunities to tailor the types of training required to fly eVTOL aircraft in a safe, effective manner and widen the pool of pilots qualified to safely fly the aircraft. We also believe there are opportunities to expand ground infrastructure and create air traffic efficiencies, and we expect to work with local authorities and other stakeholders to identify and develop procedures along high demand routes to support increased scale and operational tempo. In the long term, digital clearance deliveries, airspace authorizations and automated coordination between service providers and operators may be required to further increase airspace scalability. We expect to continue to be involved in the long-term activities to develop community-based concepts and technologies to further enable scaling towards mature and autonomous operations in order to ensure that our aircraft can provide the necessary benefits to our customers, regulators and the communities in which we operate. 66 Table of Contents Joint Working Group and Policy Engagements with Decision Makers EASA regulations have significantly matured in recent years, and our team has been at the forefront of shaping these regulations. In addition, we have established joint working groups with our commercial and strategic partners. Through these groups, we have an ecosystem of partners with expertise or decision making responsibility in all the key areas needed to bring Valo to market, including regulation, infrastructure, air traffic control, finance and operations. This ecosystem provides us with access to deep experience of flight operations and existing networks. This allows us to model the specific requirements in our various markets, including mission routes, developing network mapping, infrastructure needs and services such as pilot training and MRO. We believe these joint working groups are a key component of bringing Valo to market and a key differentiator, and we expect to continue engaging with them in the medium to long term. Noise Regulations Our aircraft is being designed to minimize noise to enable access not only to existing aviation infrastructure, but to also allow for operations in and out of proposed new vertiports that are nearer to where people want to live and work. We believe our aircraft will have a noise profile of less than 70dBA in hover, the same as low-level city traffic, and less than 50dBA in cruise, which is likely to be unnoticeable in an urban environment. Research and Development We conduct extensive research and development to reduce technical risks associated with manufacturing our aircraft. The testing of this aircraft helps us to evaluate candidate system architectures and components for the certified production aircraft. Additionally, we are performing research and development on battery systems and other electric powertrain components in order to maximize the performance of our aircraft. ​ 67 Table of Contents Intellectual Property Our success depends, in part, upon our ability to protect our core technology and intellectual property. To establish and protect our proprietary rights, we rely on a combination of intellectual property rights, such as patents, patent applications, designs, trademarks and copyrights, confidentiality to protect proprietary information, such as knowhow, expertise and trade secrets, and contracts, such as license agreements, confidentiality and non-disclosure agreements with third parties, employee and contractor disclosure and invention assignment agreements and other similar contractual rights. In particular, unpatented trade secrets in the fields of aerospace and automotive engineering are an important aspect of our business to ensure that our technology remains confidential. We also pursue patent protection when we believe we have developed a patentable invention and the benefits of obtaining a patent justify the expenditure and outweigh the risks of making the invention public through patent filings. As of December 31, 2025, we have one granted patent in the United Kingdom, three registered patents in the United States, one allowed (but not yet granted) patent application in Japan, one granted patent under the European Patent Convention (which can be validated in multiple territories), and thirty-six pending (but not yet allowed) patent applications (twenty-two in the United Kingdom, six in the United States, four in Europe under the European Patent Convention, one in China, and three international applications under the Patent Cooperation Treaty). Eighteen of the twenty-two United Kingdom patent applications, and the international applications, may be extended into multiple other territories worldwide. The European patent applications, if granted, can be extended to protect the inventions in any European territory of interest. The territories will be selected based on a cost-benefit analysis. Our patents and patent applications, all but twenty-six of which are in the public domain, relate to our vehicle configuration, propulsion systems, thermal management, propeller arrangements, battery pack, and power distribution system. As of December 31, 2025, we have four registered trademarks and one accepted pending trademark application. We have one accepted pending trademark application and three registered trademarks in the United Kingdom and one registered international trademark under the Madrid Protocol, which designates Australia. Protection for any of these trademark rights could be extended into multiple other territories worldwide. We regularly review our development efforts to assess the existence and patentability of new inventions, and we will file additional patent applications when we determine it would benefit our business to do so. Furthermore, we monitor competitor patent portfolios and take pre-emptive action to mitigate potential risks posed by competitor patents. As of December 31, 2025, we have filed an Opposition with the European Patent Office against one such competitor patent. On February 23, 2026, we were named as defendants in a complaint filed by Archer Aviation Inc. in the U.S. District Court for the Eastern District of Texas, alleging infringement of Archer Aviation Inc.’s design and utility patents under the U.S. Patent Act. We believe that the asserted claims in the Complaint are without merit and intend to defend the allegations vigorously. Our Employees As of December 31, 2025, we had 454 total headcount, consisting of 434 full-time employees and 20 part-time employees. This includes 12 people on fixed term contracts. We are actively recruiting new employees as we continue to scale our operations. Our hiring strategy has been to acquire top talent across various disciplines to help us to build our high-quality eVTOL aircraft. As a result, we have assembled what we believe to be a world-class engineering team with extensive experience in certification, aircraft design, systems integration, aerodynamics, noise, electric propulsion, batteries, lightweight composite structures, mechanical systems and manufacturing. Our Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. We believe the primary factors that will drive success in the AAM market include: ● the performance of our eVTOL aircraft relative to both competitive eVTOL aircraft and traditional aircraft, ● the ability to certify the aircraft and service operation in a timely manner, 68 Table of Contents ● the ability to manufacture efficiently at scale, ● the ability to develop or otherwise capture the benefits of next generation technologies, and ● the ability to deliver products and services to a high level of quality, reliability and safety. While there are differentiated approaches to vehicle designs and business models, we believe that our aircraft and business model offer the highest chance for success on a global scale. Our differentiated aircraft, best-in-class battery and passenger accommodation, certifying to the highest levels of safety in aviation, and partner ecosystem position us well to be successful in the global markets. Seasonality To date, we have not experienced any pronounced seasonality, but such fluctuations may have been masked by our historical rapid growth. C. Organizational Structure The legal name of our company is Vertical Aerospace Ltd. and we are organized under the laws of the Cayman Islands as an exempted company. Our wholly-owned operating subsidiary, VAGL, is a private limited company incorporated under the laws of England and Wales. D. Property, Plants and Equipment Corporate Offices; Test Facilities Corporate Headquarters We are headquartered in Bristol, England, which is known as one of the largest aerospace areas in the United Kingdom, where we have our research and development facility. Our facility in Bristol is leased from a third party for a term of ten years expiring in 2028. The lease covers an aggregate of approximately 35,000 square feet. Vertical Flight Test Centre We have a dedicated flight test center located at Cotswold Airport, Kemble, England, United Kingdom. Our facility in Kemble is comprised of four aircraft hangars and ancillary buildings. One hangar is leased from a third party for a term of five years expiring in 2026, covering an aggregate of approximately 50,000 square feet. One hangar is leased from a third party for a term of five years expiring in 2030, covering an aggregate of approximately 25,000 square feet. The other two hangars are leased from a third party for a term of 24 months expiring in 2027, with each covering an aggregate of approximately 6,500 square feet. Ancillary buildings, used for office and workshop space, are leased on a short-term basis, providing an additional aggregate of approximately 5,000 square feet. To support the initial entry-into-service aircraft, we signed a letter of intent for the subsequent phase to build an additional permanent hangar, bringing the aggregate total of our footprint at Cotswold Airport to approximately 130,000 square feet. Vertical Energy Centre We lease approximately 15,000 square feet located at Severn Road, Avonmouth, Bristol, England for a battery testing facility. The facility is leased from a third party for a term of 10 years, expiring in November 2033. We signed Heads of Terms with the landlord of the existing battery development and testing facility for a purpose-built facility, adjacent to the existing Vertical Energy Centre, to provide capacity for battery production into 2030. This expansion will include an additional approximate 30,000 square feet, pursuant to a 15-year lease, with target occupation in 2026, bringing our total footprint at the Vertical Energy Centre to approximately 45,000 square feet. 69 Table of Contents We are subject to laws and regulations concerning the environment, safety matters, and product safety in the countries where we conduct research, development, testing and manufacturing activities or otherwise operate our business, including with respect to our battery testing facility. These requirements include regulation of the handling, manufacture, transportation, use and disposal of materials, including the discharge of pollutants into the environment. See Item 3.D. “Risk Factors – Risks Related to Our Business and Industry – We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, which could have a material adverse effect on our business, financial condition and results of operations.” Additionally, as we continue to grow and expand, we will require specialist facilities for assembly, testing and production of our aircraft in the future. Financing We expect to continue to use existing cash, including the proceeds from our borrowings and funds raised through the capital markets, and other future financing, to fund our continued expansion.