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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):
April 13, 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
Chief Financial Officer Appointment
On April 13, 2026, AeroVironment Inc. (the “Company”)
announced the appointment of Sean Woodward as the Company’s Executive Vice President and Chief Financial Officer, effective May
1, 2026. Mr. Woodward succeeds Kevin McDonnell, who previously announced his intent to retire from employment with the Company on July
31, 2026. Mr. McDonnell will continue his role as Chief Financial Officer with the Company through April 30, 2026, before transitioning
to employment with the Company in a non-officer capacity starting May 1, 2026, to assist Mr. Woodward and the Company in a smooth
and orderly transition.
Mr. Woodward, age 44, has served as the Chief Financial Officer of
the Company’s Autonomous Systems segment from May 2025 to the present. He has held several positions of increasing responsibility
since joining the Company in 2010, including as Senior Vice President of Finance from September 2024 to May 2025, Vice President of Global
Operations Finance from February 2021 to September 2024, and as Vice President of Finance from June 2019 through February 2021.
Mr. Woodward holds a bachelor’s of science in business management from the University of South Florida and an M.B.A. with a concentration
in finance from the University of Tampa.
Compensation Arrangements
As part of his promotion to Executive Vice President and Chief Financial
Officer, Mr. Woodward will receive an annual base salary of $515,000 and is eligible to participate in the Company’s fiscal year
2027 annual bonus plan with a target bonus opportunity of 70% of his annual base salary. Mr. Woodward will also be granted equity awards
pursuant to the Company’s fiscal year 2027 long term incentive program, consisting of $736,450 of performance restricted stock units
which will vest based on the Company’s achievement of specified financial metrics over the cumulative three-fiscal year 2027-2029
performance period and $396,550 of restricted stock awards, which will vest over time in equal amounts over a three-year period beginning
approximately one year after the date of grant. It is expected that Mr. Woodward’s equity awards under the fiscal year 2027 long
term incentive program will be issued at the time awards under the program are made to the Company’s other executive officers. Mr.
Woodward will be eligible to participate in the Company’s equity incentive plan, employee stock purchase program and deferred compensation
plan and other benefits generally available to the Company’s executive officers. Mr. Woodward will also be eligible for benefits
under the Company’s Amended and Restated Executive Severance Plan, which is described on page 68 of the Company’s most recent
Notice of 2025 Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on August 13, 2025.
There are no arrangements or understandings between Mr. Woodward and
any other persons pursuant to which he was selected to be an officer of the Company. There are also no family relationships between Mr.
Woodward and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 13, 2026, the Company issued a press release announcing
Mr. Woodward’s appointment as the Company’s Executive Vice President and Chief Financial Officer. A copy of the Company’s
press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
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 April 13, 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: April 13, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal Officer & Corporate Secretary |
Exhibit 99.1
AV Appoints Sean Woodward as Chief Financial
Officer
ARLINGTON, Va., April 13, 2026
– AeroVironment, Inc. (“AV”) (NASDAQ: AVAV), a global defense technology leader, today announced the appointment
of Sean T. Woodward as Executive Vice President and Chief Financial Officer, effective May 1, 2026. Woodward succeeds Kevin McDonnell,
who will be stepping down from the role, as announced earlier this year. McDonnell will remain with the Company in an advisory role through
July 2026 to help ensure a smooth transition of responsibilities.
Woodward is a seasoned finance leader with more than 22 years of experience
in defense technology, including at AV, General Dynamics, and Honeywell Aerospace. Woodward joined AV in 2010 and has spent more than
15 years in leadership roles across the company supporting AV’s revenue growth and profitability that led AV to becoming a global
defense technology leader with roughly $10 billion in market cap. Woodward most recently served as CFO of AV’s Autonomous Systems
(AxS) segment, where he has been instrumental in growing and expanding several key franchise programs within AxS, and was responsible
for the segment’s FP&A, operational finance, pricing and cost estimating, government accounting compliance, and program controls.
Over his tenure at AV, Woodward has played a key role in building and scaling the finance organization, strengthening financial reporting,
and supporting execution across the enterprise.
“Sean brings deep institutional knowledge and a strong understanding
of our financial and business strategy, and he has been instrumental in AV achieving its strategic growth goals,” said Wahid Nawabi,
Chairman, President and Chief Executive Officer. “Sean has played a critical role in commercializing several of our high-growth
products, which are now key franchises for the company. His leadership has strengthened our finance organization while supporting AV’s
expansion and integration efforts – a critical attribute that will play an increasingly important role as we internally build our
systems and processes enabling AV to effectively scale. I look forward to continuing to work with Sean in his new role as CFO as we execute
our growth strategy and deliver shareholder value.”
“I am honored to step into the role of CFO and look forward to
building on our strong financial foundation,” said Woodward. “I am focused on continued collaboration with our leadership
team in support of AV’s growth priorities to ensure the company remains well positioned for its next phase of execution.”
Woodward holds a Bachelor of Science in business management from the
University of South Florida and an MBA with a concentration in Finance from the University of Tampa.
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 tools 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.
AV Investor Contact:
Denise Pacioni
ir@avinc.com
805.795.4108
AV Media Contact:
BJ Koubaroulis
bj.koubaroulis@avinc.com
747.324.5358