STOCK TITAN

William J. Lynn III joins AeroVironment (NASDAQ: AVAV) board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AeroVironment, Inc. reported that its Board of Directors has appointed William J. Lynn III as a Class I director, effective June 24, 2026. At the same time, the Board reduced its size from ten to nine directors, so Lynn fills an existing seat rather than expanding the Board.

The term of the Company’s Class I directors, including Lynn, runs until the 2026 Annual Meeting of Stockholders or until successor directors are elected and qualified. The Company states there are no special arrangements behind his selection, no family relationships with current leadership, and no related-party transactions requiring disclosure. Lynn will receive the same compensation structure as other non-employee directors and has entered into the Company’s standard indemnification agreement.

AeroVironment also furnished a press release announcing Lynn’s appointment, highlighting his prior roles as Chairman and CEO of Leonardo DRS and as U.S. Deputy Secretary of Defense, and describing AeroVironment’s position as a defense technology company focused on autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Appointment date June 24, 2026 Effective date of William J. Lynn III’s appointment as director
Board size after change 9 directors Board reduced from ten to nine members upon Lynn’s appointment
Prior board size 10 directors Board size before reduction associated with Lynn joining
Press release date June 25, 2026 Date of press release announcing Lynn’s appointment
Year of 10-K referenced April 30, 2025 Year-end for Form 10-K containing standard indemnification agreement
indemnification agreement regulatory
"the Company entered into an indemnification agreement with Mr. Lynn in connection with his appointment"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure On June 25, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
loitering munitions financial
"The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies"
A loitering munition is a weapon that combines a small, guided aircraft and its explosive warhead into a single system that can fly over an area, wait while searching for a target, then dive in to destroy it — think of it as a drone with a built‑in bomb that can loiter like a hawk before striking. Investors care because demand, production, export rules, and ethical or regulatory restrictions can sharply affect defense company revenues, supply chains, and share prices.
counter-UAS technologies technical
"autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms"
directed energy systems technical
"space-based platforms, directed energy systems, and cyber and electronic warfare capabilities"
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): June 24, 2026

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

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

 

241 18th Street South, Suite 415    
Arlington, Virginia   22202
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (703) 418-2828

 

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. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors.

 

On June 24, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of AeroVironment, Inc. (the “Company”), the Board (i) appointed William J. Lynn, III to the Board as a Class I director, effective immediately and (ii) decreased the size of the board from ten (10) to nine (9) directors. The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s 2026 Annual Meeting of Stockholders or upon the election and qualification of successor directors.

 

There are no arrangements or understandings between Mr. Lynn and any other person pursuant to which he was selected as a director. Mr. Lynn has no family relationship with any director or executive officer of the Company and he has no direct or indirect material interest in any transaction involving the Company required to be disclosed under Item 404(a) of Regulation S-K. Mr. Lynn’s compensation for his Board service will be consistent with that provided to all of the Company’s non-employee directors as disclosed and updated in the Company’s proxy disclosures annually. In addition, the Company entered into an indemnification agreement with Mr. Lynn in connection with his appointment to the Board, in substantially the same form as entered into with the Company’s other directors, available as Exhibit 10.1 in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025.

 

Item 7.01. Regulation FD Disclosure

 

On June 25, 2026, the Company issued a press release regarding Mr. Lynn’s appointment to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit    
Number   Description
99.1   Press release issued by AeroVironment, Inc., dated June 25, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

  

SIGNATURE

 

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 25, 2026 By: /s/ Melissa Brown
    Melissa Brown
    Executive Vice President, Chief Legal Officer & Corporate Secretary

 

3

 

Exhibit 99.1

 

 

 

AV Appoints William J. Lynn III to Board of Directors

 

ARLINGTON, Va. – June 25, 2026 – AeroVironment, Inc. (“AV”) (NASDAQ: AVAV) today announced the appointment of William J. Lynn III to its Board of Directors, effective June 24, 2026.

 

“Bill’s distinguished service to the nation and extensive experience in government, national security and defense technology will bring valuable insights to the Board,” said Wahid Nawabi, AeroVironment’s chairman, president and chief executive officer. “His perspective as both a defense leader and public-company executive will be a tremendous asset as we continue to scale and advance our leadership position in an increasingly dynamic global security environment.”

 

“I am honored to join the Board during such a pivotal time for AV and our national defense,” said Lynn. “AV’s innovative solutions are precisely the capabilities our warfighters and allies need, and I look forward to helping the company advance its mission and drive growth.”

 

Lynn served as Chairman and Chief Executive Officer of Leonardo DRS, Inc. (NASDAQ: DRS), a leading defense electronics company, from 2012 until 2026. Previously, he served as the 30th U.S. Deputy Secretary of Defense from 2009 to 2011 under Secretaries Robert Gates and Leon Panetta, where as the Department’s chief operating officer he led the development of the Department’s first cyber strategy.

 

Earlier in his career, he held senior roles at Raytheon Company (now NYSE: RTX) and within the Department of Defense, including as Under Secretary of Defense (Comptroller) and Chief Financial Officer. Lynn is a graduate of Dartmouth College, holds a J.D. from Cornell Law School and an M.P.A. in international affairs from Princeton University.

 

About AV

 

AeroVironment (“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. At the core of these technologies lies AV_Halo™, a modular, mission-ready suite of AI-powered software platform that empowers warfighters and enables full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities at speed, scale, and operational relevance. For more information, visit www.avinc.com.

 

 

 

 

 

Safe Harbor Statement

 

Certain statements in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development challenges; and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s filings with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of new information or future events.

 

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For additional media and information, please follow us:

 

 

 

Media Contact:

BJ Koubaroulis

pr@avinc.com

703.718.4060

 

Investor Contact:

Denise Pacioni

ir@avinc.com

805.795.4108

 

 

FAQ

What did AeroVironment (AVAV) disclose in this Form 8-K?

AeroVironment disclosed the appointment of William J. Lynn III as a Class I director, effective June 24, 2026. The Board size was reduced from ten to nine, and he will receive standard non-employee director compensation and the Company’s customary indemnification agreement.

Who is William J. Lynn III, AeroVironment’s new director?

William J. Lynn III is a former Chairman and CEO of Leonardo DRS and previously served as the 30th U.S. Deputy Secretary of Defense. He also held senior roles at Raytheon and within the Department of Defense, bringing deep government, defense, and cyber strategy experience.

How does William J. Lynn III’s appointment affect AeroVironment’s Board structure?

Upon Lynn’s appointment, AeroVironment’s Board size was reduced from ten to nine directors. He joins as a Class I director, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders or upon the election and qualification of his successor.

What compensation will William J. Lynn III receive as an AeroVironment director?

Lynn’s compensation will follow the same program provided to AeroVironment’s non-employee directors, as described in the Company’s annual proxy disclosures. He also entered into the standard director indemnification agreement used for other members of the Board.

What did AeroVironment highlight about its business in the press release?

AeroVironment described itself as a defense technology leader providing autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities. It also emphasized its AV_Halo AI-powered software platform supporting mission-ready, integrated battlefield solutions.

Filing Exhibits & Attachments

4 documents