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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):
January 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
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 8.01. Other Events
On January 16, 2026, upon the mutual agreement of AeroVironment, Inc.
(the “Company”) and the U.S. Government, the U.S. Government issued a stop work order on the Company’s Other Transaction
Agreement for the delivery of BADGER phased array antenna systems to support the Satellite Communication Augmentation Resource (“SCAR”)
program. The stop work order allows for the parties to negotiate an amended agreement for the future of the SCAR program under new requirements
for the program, which amendment is expected to be a firm-fixed price agreement. The Company expects to continue to deliver capabilities
and products for the SCAR program.
Safe Harbor Statement
Certain statements in this Current Report on Form 8-K may constitute
"forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions.
These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including,
but not limited to, economic, competitive, governmental and technological factors outside of the Company’s control, that may cause
the Company’s business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause
actual results to differ materially from the forward-looking statements include, but are not limited to, the Company’s ability to
successfully negotiate contract amendments with the U.S. Government; the Company’s ability to perform under existing and future
contracts, and amendments thereto, and obtain additional contracts; changes in the regulatory environment; the activities of competitors;
failure of the markets in which the Company operates to grow; failure to expand into new markets; failure to develop new products or integrate
new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For
a further list and description of such risks and uncertainties, see the reports the Company files with the Securities and Exchange Commission.
The Company does not intend, and undertakes no obligation, to update any forward-looking statements, whether as a result of new information,
future events or otherwise.
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: January 20, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary |
