[8-K/A] AeroVironment, Inc. Amends Material Event Report

Rhea-AI Filing Summary

AeroVironment (AVAV) has filed an 8-K/A to amend its initial May 1, 2025 report regarding the completed acquisition of BlueHalo Financing Topco. The amendment includes required financial statements and pro forma information.

Key Transaction Details:

• Acquisition closed on May 1, 2025, with BlueHalo becoming a wholly-owned subsidiary
• Financing included a $700 million term loan and $225 million draw from revolving credit facility
• Funds used to settle BlueHalo's existing debt and transaction expenses

New Financial Disclosures:

• BlueHalo's consolidated financial statements for 2023-2024
• BlueHalo's quarterly statements for Q1 2024-2025
• Unaudited pro forma combined financial information as of April 30, 2025

The pro forma information is presented for informational purposes only and may not be indicative of actual future financial position or operating results.

Positive

• AeroVironment completed the acquisition of BlueHalo, significantly expanding its defense technology portfolio
• Successfully secured $925M in financing ($700M term loan + $225M revolving facility) to complete the acquisition

Negative

• Substantial increase in debt burden with $925M in new financing could impact financial flexibility
• Integration risks and execution challenges associated with large-scale acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2025

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33261		95-2705790
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation		File Number)		Identification No.)

241 18th Street South, Suite 650
Arlington, Virginia 22202

(Address of Principal Executive Offices)

(703) 418-2828

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	AVAV	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

On May 1, 2025 (the “Closing Date”), AeroVironment, Inc. (the “Company”) announced that it closed its acquisition (the “Acquisition”) of BlueHalo Financing Topco, LLC, a Delaware limited liability company (“BlueHalo”) pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) entered into on November 18, 2024, by and among the Company, Archangel Merger Sub, LLC, a Delaware limited liability company and the Company’s direct wholly owned subsidiary (“Merger Sub”), BlueHalo and BlueHalo Holdings Parent, LLC, a Delaware limited liability company and sole member of BlueHalo (“Seller”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into BlueHalo, with BlueHalo continuing as a wholly-owned subsidiary of the Company.

On the Closing Date, the Company drew on a term loan with an initial principal amount of $700.0 million (the “Term Loan”) and drew $225.0 million from its revolving credit facility (the “Revolving Facility”) to settle the existing indebtedness of BlueHalo and to settle transaction expenses at the closing of the Acquisition (collectively with the Term Loan, the “Financing Transactions”).

The Company filed a Current Report on Form 8-K on May 1, 2025 (the “Initial Report”) in which the Company disclosed, among other information, its intention to file the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) as part of an amendment to the Initial Report no later than 71 calendar days after the required filing date of the Initial Report. This Current Report on Form 8-K/A amends the Initial Report to include certain financial statements of BlueHalo and certain pro forma financial information as required by Item 9.01, which are filed as exhibits hereto and are incorporated herein by reference. No disclosure of the text of Item 1.01, Item 2.01, Item 2.03, Item 5.02, Item 7.01 or Item 9.01(d) of the Initial Report was changed as a result of this Current Report on Form 8-K/A except for the addition of the exhibits listed in Item 9.01(d) of this Current Report on Form 8-K/A.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

BlueHalo’s consolidated financial statements for the years ended December 31, 2024 and 2023 and related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

BlueHalo’s condensed consolidated financial statements for the three months ended March 31, 2025 and March 31, 2024 and related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company, giving effect to the Acquisition and the Financing Transactions, which includes an unaudited pro forma condensed combined balance sheet as of April 30, 2025 and an unaudited pro forma condensed combined statement of income (loss) for the year ended April 30, 2025 is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information and the accompanying notes included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by the disclosure requirements of Form 8-K, and is not necessarily indicative of the actual financial position or results of operations that the Company would have realized had the companies been combined as of the dates or during the periods presented, nor is it intended to be indicative of any anticipated combined financial position or future results of operations that the Company may achieve after the Acquisition and the Financing Transactions.

(d) Exhibits.

The following exhibits are included as part of this Current Report on Form 8-K/A:

Exhibit No.		Description
23.1		Consent of PricewaterhouseCoopers LLP, independent auditors of BlueHalo Financing TopCo, LLC (f/k/a BlueHalo Financing Holdings, LLC).
99.1		BlueHalo’s consolidated financial statements for the years ended December 31, 2024 and 2023 and related notes.
99.2		BlueHalo’s condensed consolidated financial statements for the three months ended March 31, 2025 and March 31, 2024 and related notes.
99.3		Unaudited pro forma condensed combined financial information and related notes.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AEROVIRONMENT, INC.
Date: June 27, 2025	By:	/s/ Melissa Brown
	Name:	Melissa Brown
	Title:	Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary

FAQ

What company did AVAV acquire in May 2025?

AVAV acquired BlueHalo Financing Topco, LLC on May 1, 2025, through a merger agreement where BlueHalo became a wholly-owned subsidiary of AeroVironment, Inc.

How much debt did AVAV take on to finance the BlueHalo acquisition?

AVAV took on a total of $925 million in debt to finance the acquisition, consisting of a $700 million term loan and drawing $225 million from its revolving credit facility to settle BlueHalo's existing debt and transaction expenses.

What financial statements did AVAV include in its 8-K/A filing for BlueHalo?

AVAV included BlueHalo's consolidated financial statements for years ended December 31, 2024 and 2023, plus condensed consolidated financial statements for Q1 2025 and Q1 2024 (three months ended March 31). The filing also included unaudited pro forma condensed combined financial information as of April 30, 2025.

When did AVAV file the original 8-K for the BlueHalo acquisition?

AVAV filed the initial 8-K report on May 1, 2025 (the 'Initial Report'), and later filed this 8-K/A amendment to include required financial statements and pro forma financial information within the 71-day deadline.

Who signed AVAV's 8-K/A filing for the BlueHalo acquisition?

The 8-K/A was signed by Melissa Brown, who serves as Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary of AeroVironment, Inc., on June 27, 2025.