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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):
October 30, 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 1.01. Entry into a Material Definitive Agreement.
On October 30, 2026, AeroVironment, Inc. (the
“Company”), as borrower, and certain subsidiaries of the Company as guarantors thereto (the “Guarantors”),
Bank of America, N.A., as administrative agent (the “Administrative Agent”), lender, letter of credit issuer, swingline
lender, and each other lender from time to time party thereto, including JPMorgan Chase Bank, N.A., U.S. Bank National Association, Citizens
Bank, N.A., Citibank, N.A., Royal Bank of Canada (collectively the “Existing Lenders”) and BMO Bank N.A., as a new
lender (the “New Lender”), entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”).
The Sixth Amendment relates to the Company’s existing Credit Agreement, dated as of February 19, 2021 (as amended and supplemented
to date, the “Existing Credit Agreement”), by and among the Company, the Guarantors party thereto, the lenders from
time to time party thereto, the Administrative Agent and the letter of credit issuers party thereto. The Existing Credit Agreement, as
amended and restated by the Sixth Amendment, is referred to as the “Amended Credit Agreement.” Capitalized terms used
but not defined in this Current Report on Form 8-K have the meanings given to them in the Amended Credit Agreement.
On October 9, 2026, the Company entered into a
Fifth Amendment to Credit Agreement (the “Fifth Amendment”) with the Existing Lenders. The Fifth Amendment increased
the letter of credit sublimit from $25 million to $150 million, added JPMorgan Chase Bank, N.A. as a letter of credit issuer and updated
the related letter of credit commitments, but did not increase the aggregate revolving commitments.
The Sixth Amendment increased the aggregate revolving
commitments by $100 million, from $350 million to $450 million, and reallocated the commitments among the lenders including the New Lender.
The Sixth Amendment did not constitute a novation of the Existing Credit Agreement. After giving effect to the Sixth Amendment, the revolving
facility includes the $150 million letter of credit sublimit established by the Fifth Amendment and a $10 million swingline sublimit,
each of which is part of, and not in addition to, the revolving facility. The Sixth Amendment also provides for additional letter of credit
flexibility, including bilateral letters of credit and certain cash-collateralized letters of credit for deposit obligations, in each
case subject to the terms and conditions of the Amended Credit Agreement. The revolving facility continues to mature on October 4, 2029,
and the obligations remain secured by substantially all assets of the Company and the Guarantors.
The Sixth Amendment amends the Existing Credit
Agreement, replaces the schedule of revolving commitments and adds a new form of Letter of Credit Report exhibit to the Amended Credit
Agreement. Except as expressly modified by the Sixth Amendment, the other Loan Documents remain in full force and effect, and the Loan
Parties reaffirmed their guarantees and security interests.
The foregoing description of the Sixth Amendment
and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete
text of such agreement. The Company will file the Sixth Amendment as an exhibit to its quarterly report on Form 10-Q for its fiscal quarter
ending October 31, 2026.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item 2.03.
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: November 4, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal Officer & Corporate Secretary |
