AeroVironment (NASDAQ: AVAV) restates results after goodwill error and board exits

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AeroVironment, Inc. is restating its unaudited financial statements for the three and nine months ended January 31, 2026 after identifying an error in the goodwill impairment analysis for its Space reporting unit. The correction increases the goodwill impairment by $89.4 million, raising net loss to $243.9 million for the quarter and $328.3 million for the nine-month period. The company says the error is non-cash and did not affect revenue, current assets or liabilities, cash used in operations, Adjusted EBITDA, or non-GAAP diluted EPS. Management concluded there is a newly identified material weakness in internal control over financial reporting related to goodwill impairment testing and that disclosure controls and procedures as of January 31, 2026 were ineffective. The company directs investors to rely on the amended Form 10-Q/A instead of prior communications. Separately, directors David Wodlinger and Henry Albers resigned from the board, stating their departures are not due to disagreements with management; the major shareholder that designated them retains the right to name two successors.

Positive

None.

Negative

Restatement and control weakness: The company must restate its January 31, 2026 quarterly and nine‑month financials and has identified a new material weakness in internal control over financial reporting for goodwill impairment, concluding its disclosure controls and procedures at that date were ineffective.
Larger losses from goodwill impairment: Correcting the goodwill impairment analysis for the Space reporting unit increases goodwill impairment by $89.4 million, raising reported net loss to $243.9 million for the quarter and $328.3 million for the nine‑month period.

Insights

Restatement, larger goodwill hit, and a new material weakness raise accounting risk.

AeroVironment found an error in its Space reporting unit goodwill test that omitted goodwill tied to deferred tax assets and liabilities. Correcting this lifts goodwill impairment by $89.4 million, driving net loss to $243.9 million for the quarter and $328.3 million year-to-date.

The company characterizes the adjustment as non-cash, with no impact on revenue, current balance sheet items, operating cash flow, Adjusted EBITDA, or non-GAAP diluted EPS. However, management now identifies a material weakness in internal control over financial reporting for goodwill impairment and deems prior disclosure controls as of January 31, 2026 ineffective.

Two board members, originally designated by a major shareholder, resigned effective June 17, 2026 while affirming no disagreement with management. The shareholder can appoint two successors, so overall board representation may be maintained, but investors may focus on how quickly those seats are filled and future disclosures about remediation of the control weakness.

8-K Event Classification

2 items: 4.02, 5.02

2 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

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.

Key Figures

Incremental goodwill impairment: $89.4 million Quarter net loss as restated: $243.9 million Nine-month net loss as restated: $328.3 million +5 more

8 metrics

Incremental goodwill impairment $89.4 million Additional goodwill impairment recorded for Space reporting unit

Quarter net loss as restated $243.9 million Three months ended January 31, 2026

Nine-month net loss as restated $328.3 million Nine months ended January 31, 2026

Quarter loss per diluted share as restated $4.90 per share Three months ended January 31, 2026

Nine-month loss per diluted share as restated $6.73 per share Nine months ended January 31, 2026

Adjusted EBITDA $44.5 million Three months ended January 31, 2026, unchanged by restatement

Adjusted EBITDA year-to-date $146.0 million Nine months ended January 31, 2026, unchanged by restatement

Non-GAAP EPS as adjusted $0.64 and $1.42 Quarter and nine months ended January 31, 2026

Key Terms

goodwill impairment, material weakness, internal control over financial reporting, disclosure controls and procedures, +2 more

6 terms

goodwill impairment financial

"The incremental goodwill impairment charge recorded relates to the previously disclosed stop-work order"

Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.

material weakness financial

"Management determined that the error and the related restatements were the result of a newly identified material weakness"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

internal control over financial reporting financial

"a newly identified material weakness in the Company’s internal control over financial reporting related to the preparation"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

disclosure controls and procedures financial

"concluded that the disclosure controls and procedures as of January 31, 2026 were ineffective"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

Adjusted EBITDA financial

"Reconciliation of non-GAAP adjusted EBITDA (Unaudited)"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

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Understanding 8-K Material Events →

06/22/2026 - 09:08 AM

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 16, 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 650
Arlington, Virginia		22202
(Address of Principal Executive Offices)		(Zip Code)

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

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, par value $0.0001 per share	AVAV	The NASDAQ Stock Market LLC

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))

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 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review

On June 17, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of AeroVironment, Inc., a Delaware corporation (the “Company”) determined, after discussion with management, that the previously issued unaudited condensed consolidated financial statements filed in its Quarterly Report on Form 10-Q for the three and nine months ended January 31, 2026 (the “Affected Period”), initially filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026 (the “Original Form 10-Q”), require restatement and should no longer be relied upon until such financial statements are restated. The restated unaudited condensed consolidated financial statements are included in Amendment No. 1 on Form 10-Q/A for the quarter ended January 31, 2026 (the “Form 10-Q/A”), which is being filed concurrently with this Current Report on Form 8-K (this “Report”).

During the preparation of the Company’s consolidated financial statements as of and for the year ended April 30, 2026, the Company identified an error in the calculation of the carrying value used in the goodwill impairment analysis of the Space reporting unit for the Affected Period. Specifically, the Space reporting unit carrying value utilized in the goodwill impairment analysis did not include an allocation of goodwill resulting from acquired deferred tax assets and liabilities.

The incremental goodwill impairment charge recorded relates to the previously disclosed stop-work order and subsequent termination for convenience of the Company’s agreement with the U.S. Government for the delivery of BADGER phased array antenna systems to support the Satellite Communication Augmentation Resource (“SCAR”) program, which was identified as the triggering event for the initial impairment analysis. The incremental goodwill impairment charge does not relate to updated estimates of the long-term cash flows of the Space reporting unit used in the goodwill impairment analysis. No subsequent triggering event has been identified.

This error was non-cash and had no impact on previously reported current assets, current liabilities, revenues, or cash used in operating activities. In addition, the error did not impact previously reported non-generally accepted accounting principles (“GAAP”) measures Adjusted EBITDA and non-GAAP diluted earnings per share for the Affected Period. As a result of this error:

●

Loss from operations was understated by $89,402,000 for the three and nine months ended January 31, 2026;

●

Net loss was understated by $87,272,000 for the three and nine months ended January 31, 2026;

●

Basic and diluted net loss per share was understated by $1.75 for the three months ended January 31, 2026 and by $1.79 for the nine months ended January 31, 2026; and

●

Total assets were overstated by $89,402,000, total liabilities were overstated by $2,130,000, and total stockholders' equity was overstated by $87,272,000 as of January 31, 2026.

As a result of the error in the carrying value of the Space reporting unit discussed above, the Company’s management re-evaluated the effectiveness of the Company’s disclosure controls and procedures as of January 31, 2026. Management determined that the error and the related restatements were the result of a newly identified material weakness in the Company’s internal control over financial reporting related to the preparation and review of the goodwill impairment analysis, and concluded that the disclosure controls and procedures as of January 31, 2026 were ineffective. Therefore, the Company’s previous evaluation of its disclosure controls and procedures as of January 31, 2026 should no longer be relied upon.

Investors and other readers should rely only on the financial information and related disclosures regarding the Affected Period in the Form 10-Q/A and in any other future filings with the SEC (as applicable). They should not rely on the Original Form 10-Q or any previously issued or filed reports, press releases, earnings releases, investor presentations or similar communications relating to the Affected Period.

The Company’s management and the Audit Committee have discussed the matters described in this Report with Deloitte & Touche LLP, the Company’s independent registered public accounting firm.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with GAAP, this the Report also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures for the Affected Period, the reasons why the Company believes these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

AeroVironment, Inc.

Reconciliation of non-GAAP adjusted EBITDA (Unaudited)


	Three Months Ended January 31, 2026						Nine Months Ended January 31, 2026
	As Previously		Effect of				As Previously		Effect of
(in millions)	Reported		Restatement		As Restated		Reported		Restatement		As Restated
Net loss	$	(156.6)	$	(87.3)	$	(243.9)	$	(241.0)	$	(87.3)	$	(328.3)
Interest (income) expense, net		(3.7)		—		(3.7)		9.1		—		9.1
Provision for income taxes		(19.5)		(2.1)		(21.6)		(37.0)		(2.1)		(39.1)
Depreciation and amortization		54.6		—		54.6		203.0		—		203.0
EBITDA (non-GAAP)		(125.2)		(89.4)		(214.6)		(65.9)		(89.4)		(155.3)
Amortization of cloud computing arrangement implementation		1.7		—		1.7		3.7		—		3.7
Stock-based compensation		8.1		—		8.1		28.1		—		28.1
Acquisition-related expenses		6.9		—		6.9		38.9		—		38.9
Equity method and equity securities investments activity, net		1.7		—		1.7		(10.1)		—		(10.1)
Goodwill impairment		151.3		89.4		240.7		151.3		89.4		240.7
Adjusted EBITDA (non-GAAP)	$	44.5	$	—	$	44.5	$	146.0	$	—	$	146.0

AeroVironment, Inc.

Reconciliation of non-GAAP Earnings per Diluted Share (Unaudited)


	Three Months Ended January 31, 2026						Nine Months Ended January 31, 2026
	As Previously		Effect of				As Previously		Effect of
	Reported		Restatement		As Restated		Reported		Restatement		As Restated

Loss per diluted share	$	(3.15)	$	(1.75)	$	(4.90)	$	(4.94)	$	(1.79)	$	(6.73)
Amortization of acquired intangible assets and other purchase accounting adjustments		0.70		—		0.70		2.78		—		2.78
Acquisition-related expenses		0.11		—		0.11		0.76		—		0.76
Equity method and equity securities investments activity, net		0.03		—		0.03		(0.18)		—		(0.18)
Goodwill impairment		2.95		1.75		4.70		3.00		1.79		4.79
Earnings per diluted share as adjusted (non-GAAP)	$	0.64	$	—	$	0.64	$	1.42	$	—	$	1.42

Statement Regarding Non-GAAP Measures

The non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measures, help the Company’s investors to understand the long-term profitability trends of the Company’s business and compare the Company’s profitability to prior and future periods and to the Company’s peers. In addition, management uses these non-GAAP measures to evaluate the Company’s operating and financial performance.

Non-GAAP Earnings per Diluted Share

The Company excludes acquisition-related expenses, amortization of acquisition-related intangible assets, equity method investment gains and losses, equity securities investments gains or losses, goodwill impairment and one-time non-operating items because management believes this facilitates more consistent comparisons of operating results over time between the Company’s newly acquired and existing businesses, and with the Company’s peer companies. Management believes, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization will recur in future periods until such intangible assets have been fully amortized.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA is defined as net income before interest income, interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other non-cash items, including amortization of implementation of cloud computing arrangements, stock-based compensation, acquisition related expenses, equity method investment gains or losses, equity securities investments gains or losses, goodwill impairment and one-time non-operating gains or losses. The Company presents Adjusted EBITDA, which is not a recognized financial measure under U.S. GAAP, because management believes it is frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry. Management believes this facilitates more consistent comparisons of operating results over time between the Company’s newly acquired and existing businesses, and with the Company’s peer companies. Management believes, however, that it is important for investors to understand that such intangible assets contribute to revenue generation, intangible asset amortization will recur in future periods until such intangible assets have been fully amortized and that interest and income tax expenses will recur in future periods. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in the Company’s industry or across different industries.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2026, the Company received separate notices from each of Director David Wodlinger and Director Henry Albers informing the Company of their resignation from the Company’s Board effective June 17, 2026. Both Mr. Wodlinger and Mr. Albers noted in their separate letters that their decision to resign from the Board is not the result of any disagreement with management on any matter relating to the Company's operations, policies, or practices.

On May 1, 2025, Mr. Wodlinger and Mr. Albers were appointed to the Board after being named designees of Arlington Capital Partners V, L.P. and Arlington Capital Partners VI, L.P. (collectively, the “Shareholder”), in accordance with the terms of the Shareholder’s Agreement, dated November 18, 2024 (the “Shareholder’s Agreement”), by and among the Company and the Shareholder. The Shareholder’s Agreement was filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2024.

Following the resignations of Messrs. Wodlinger and Albers, the Shareholder retains the right to designate two successor directors to fill the vacancies created by the resignations. As of the date of this report, the Shareholder has not designated any successor directors. Following these resignations, the Board consists of eight directors.

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 22, 2026	By:	/s/ Melissa Brown
		Melissa Brown
		Executive Vice President, Chief Legal Officer & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

Why is AeroVironment (AVAV) restating its January 31, 2026 financial statements?

AeroVironment is restating its January 31, 2026 financials after discovering an error in the goodwill impairment analysis for its Space reporting unit. The carrying value used omitted goodwill from acquired deferred tax assets and liabilities, requiring a higher goodwill impairment and revised GAAP net loss figures.

How did the AeroVironment (AVAV) restatement affect net loss and goodwill impairment?

The correction increases goodwill impairment by $89.4 million, lifting net loss to $243.9 million for the quarter and $328.3 million for the nine months ended January 31, 2026. These changes reflect a higher non-cash charge tied to the Space reporting unit’s goodwill impairment analysis.

Did the AeroVironment (AVAV) error affect non-GAAP Adjusted EBITDA or non-GAAP EPS?

The company states the error did not affect non-GAAP Adjusted EBITDA or non-GAAP diluted earnings per share for the affected periods. Adjusted EBITDA remains $44.5 million for the quarter and $146.0 million for the nine months, and non-GAAP diluted EPS remains $0.64 and $1.42 respectively.

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

Management identified a material weakness in internal control over financial reporting related to preparing and reviewing the goodwill impairment analysis for the Space reporting unit. Because of this, they concluded disclosure controls and procedures as of January 31, 2026 were ineffective and prior control evaluations should not be relied upon.

Which AeroVironment (AVAV) directors resigned and why?

Directors David Wodlinger and Henry Albers resigned from the board effective June 17, 2026. Each stated the decision was not due to any disagreement with management on operations, policies, or practices. They were originally designated by a major shareholder under an existing shareholder’s agreement.

Which financial information should AeroVironment (AVAV) investors rely on for the affected period?

Investors are directed to rely only on the financial information and related disclosures for the affected period included in the amended Form 10-Q/A and any later SEC filings. The company advises against relying on the original Form 10-Q or earlier related communications for that timeframe.

Filing Exhibits & Attachments

4 documents