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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):
July 23, 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 July 23, 2026, Stephen Page, a member of
the AeroVironment, Inc. (the “Company”) Board of Directors (the “Board”), notified the Board of his decision
to retire from the Board effective upon the expiration of his current term and not stand for re-election as a director of the Company.
Mr. Page will continue to serve as a director and as a member of the Board’s Audit Committee and Nominating and Corporate
Governance Committee until the completion of his term, which will end at the start of the Company’s 2026 annual meeting of stockholders,
anticipated to be held on September 24, 2026 (the “Annual Meeting”). Mr. Page’s decision not to stand for
re-election was not due to any disagreement with the Company, its auditors or advisors on any matter relating to the Company or its operations,
policies or practices.
Item 7.01 Regulation FD Disclosure
On July 29, 2026, the Company issued
a press release regarding Mr. Page’s decision to retire and not stand for re-reelection to the Board at the Annual Meeting,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
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 July 29, 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: July 29, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal Officer & Corporate Secretary |
Exhibit 99.1
AeroVironment Announces Planned Retirement of Stephen F. Page from Board
of Directors
ARLINGTON, Va. – July 29, 2026 – AeroVironment, Inc.
(“AV”) (NASDAQ: AVAV) today announced that Stephen F. Page, a member of AV’s Board of Directors (the “Board”),
has informed the Board of his decision not to seek re-election and to retire from the Board at the company’s 2026 Annual Meeting
of Stockholders.
During his 13 years on AV’s Board, Mr. Page provided
strategic, financial and governance oversight that supported the company’s growth and evolution into a leading multi-domain defense
technology provider.
“Since Steve joined AV’s Board 13 years ago, the company
has evolved from a pure-play UAS business into a cutting-edge provider of autonomous, space, cyber and directed energy systems,”
said Wahid Nawabi, AV’s chairman, president and chief executive officer. “Steve’s financial discipline and governance
rigor were a steady hand through that transformation. On behalf of the Board and our entire team, I thank Steve for his dedicated
service, and we wish him all the best.”
“It has been a privilege to serve on AV’s Board and to
support the company as it diversified its platform and sharpened its operational excellence,” said Mr. Page. “I am grateful
for the opportunity to work alongside my fellow directors and the company’s management team as we strengthened the company’s
position as a leading defense technology innovator. I am proud of what we have accomplished together and remain highly confident that
the company is well positioned for continued growth, success and value creation.”
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.
/////////////////////////////////////////////////////////////////////////////////////////////////////
For additional media and information,
please follow us:
Media Contact:
BJ Koubaroulis
bj.koubaroulis@avinc.com
703.718.4060
Investor Contact:
Denise Pacioni
ir@avinc.com
805.795.4108