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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):
February 18, 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
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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2026, Kevin McDonnell, the
Executive Vice President and Chief Financial Officer of AeroVironment, Inc. (the “Company”), notified the Company of
his decision to retire from his employment with the Company effective as of July 31, 2026 (the “Retirement Date”).
On February 20, 2026, in connection with
Mr. McDonnell’s retirement, Mr. McDonnell and the Company entered into a Retirement Agreement (the “Agreement”).
Pursuant to the Agreement, Mr. McDonnell will remain the Company’s Chief Financial Officer until the earlier of (a) the
start date of a new chief financial officer hired by the Company or (b) the Retirement Date. If the Company hires a new chief financial
officer prior to the Retirement Date, Mr. McDonnell will continue his employment with the Company through the Retirement Date in
a non-officer capacity to ensure an orderly transition of his duties to his successor. The Company will pay Mr. McDonnell his current
base salary and other benefits owed to him through the Retirement Date. Mr. McDonnell will also be entitled to receive his full annual
Short Term Incentive Plan bonus for the Company’s fiscal year 2026 at target, or $455,420, less all applicable withholdings, with
payment to be made at the same time as annual bonuses for the Company’s fiscal year 2026 are paid to all other Company employees.
On the Retirement Date, the Company will also pay Mr. McDonnell an amount equal to the after-tax cost of five months of COBRA premiums
in effect as of the date of the Agreement for medical, dental, hospitalization, prescription and vision insurance coverage. Additionally,
under the Agreement, Mr. McDonnell agreed to execute a general release of any claims in favor of the Company and its affiliates on
the Retirement Date and reaffirmed his existing confidentiality and other obligations under other agreements he previously executed with
the Company in connection in connection with his employment. Mr. McDonnell’s equity awards will continue to remain outstanding
and vest under the existing terms and conditions set forth in the governing plan documents and applicable equity agreements through the
Retirement Date.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Agreement
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
|
| Number |
Description |
| 10.1 |
Retirement Agreement by and between AeroVironment, Inc. and Keivn McDonnell dated as of February 20, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 23, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary |
