AeroVironment, Inc. 8-K Filings

AeroVironment, Inc. reported board changes, with long-serving director Charles Thomas Burbage notifying the board on August 3, 2026 of his decision to retire and not stand for re-election. He will continue serving, including on the Nominating and Corporate Governance, Compensation, and Executive Committees, until his current term ends at the start of the 2026 annual meeting of stockholders, anticipated for September 24, 2026. The company states his decision was not due to any disagreement regarding its operations, policies, or practices.

On August 5, 2026, the board, following a committee recommendation, increased its size from nine to ten directors and appointed Michael D. Ruppert as a Class II director, effective immediately. Class II terms, including Mr. Ruppert’s, expire at the 2026 annual meeting or upon election and qualification of successors. The company notes there are no selection arrangements, family relationships, or related-party transactions involving Mr. Ruppert, and his compensation will match that of other non-employee directors. He entered into an indemnification agreement in the same form used for existing directors.

AeroVironment, Inc. reported that director Stephen F. Page has decided to retire from its Board of Directors and will not stand for re-election at the company’s 2026 annual meeting of stockholders.

He will continue serving on the Board, Audit Committee, and Nominating and Corporate Governance Committee until his term ends at the start of the 2026 annual meeting, anticipated for September 24, 2026. The company states that his decision is not due to any disagreement with AeroVironment, its auditors, or advisors regarding operations, policies, or practices. AeroVironment also furnished, under Regulation FD, a press release describing his planned retirement and highlighting his 13 years of service to the company.

AeroVironment, Inc. reported a huge jump in results for its fiscal 2026 fourth quarter and full year, driven by major acquisitions and strong demand across its defense technology portfolio. Fourth quarter revenue reached $641.6 million, up 133% from $275.1 million a year earlier, with product sales of $499.0 million and contract services of $142.7 million. Q4 gross margin rose to $202.6 million, though margin percentage slipped to 32% from 36% as service revenue and non-cash purchase accounting costs increased. Q4 net income was $63.2 million, or $1.25 per diluted share, and non-GAAP adjusted EBITDA was $140.1 million.

For fiscal 2026, revenue nearly doubled to $2.0 billion, but the company reported a net loss of $265.1 million, or $5.40 per share, mainly due to $240.7 million of goodwill impairment and heavy amortization from acquisitions. Full-year non-GAAP adjusted EBITDA was $286.1 million, and funded backlog grew to $1.2 billion as of April 30, 2026, compared with $726.6 million a year earlier. For fiscal 2027, AeroVironment targets revenue between $2.125 billion and $2.225 billion, non-GAAP adjusted EBITDA between $305 million and $325 million, GAAP net income between $8 million and $24 million, and non-GAAP earnings per diluted share between $3.02 and $3.34.

AeroVironment, Inc. reported that its Board of Directors has appointed William J. Lynn III as a Class I director, effective June 24, 2026. At the same time, the Board reduced its size from ten to nine directors, so Lynn fills an existing seat rather than expanding the Board.

The term of the Company’s Class I directors, including Lynn, runs until the 2026 Annual Meeting of Stockholders or until successor directors are elected and qualified. The Company states there are no special arrangements behind his selection, no family relationships with current leadership, and no related-party transactions requiring disclosure. Lynn will receive the same compensation structure as other non-employee directors and has entered into the Company’s standard indemnification agreement.

AeroVironment also furnished a press release announcing Lynn’s appointment, highlighting his prior roles as Chairman and CEO of Leonardo DRS and as U.S. Deputy Secretary of Defense, and describing AeroVironment’s position as a defense technology company focused on autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities.

AeroVironment, Inc. is restating its unaudited financial statements for the three and nine months ended January 31, 2026 after identifying an error in the goodwill impairment analysis for its Space reporting unit. The correction increases the goodwill impairment by $89.4 million, raising net loss to $243.9 million for the quarter and $328.3 million for the nine-month period. The company says the error is non-cash and did not affect revenue, current assets or liabilities, cash used in operations, Adjusted EBITDA, or non-GAAP diluted EPS. Management concluded there is a newly identified material weakness in internal control over financial reporting related to goodwill impairment testing and that disclosure controls and procedures as of January 31, 2026 were ineffective. The company directs investors to rely on the amended Form 10-Q/A instead of prior communications. Separately, directors David Wodlinger and Henry Albers resigned from the board, stating their departures are not due to disagreements with management; the major shareholder that designated them retains the right to name two successors.

AeroVironment, Inc. appointed Sean Woodward as Executive Vice President and Chief Financial Officer, effective May 1, 2026, succeeding Kevin McDonnell, who will retire on July 31, 2026 and remain in a non-officer advisory role during a planned transition.

Woodward is an internal promotion, currently CFO of the Autonomous Systems segment and a longtime finance leader at the company. His compensation package includes a $515,000 annual base salary, a fiscal 2027 bonus target equal to 70% of base salary, and fiscal 2027 long-term equity awards.

The equity package consists of $736,450 in performance restricted stock units tied to financial goals over fiscal years 2027–2029 and $396,550 in time-vested restricted stock awards vesting in equal installments over three years. He will also participate in standard executive benefit and severance programs. The company issued a press release with further background on Woodward and leadership comments.

AeroVironment, Inc. appointed Dr. Robert Smith as Executive Vice President and Chief Operating Officer, effective April 13, 2026, succeeding retiring executive Brad Truesdell, who will move into an advisory role through April 30, 2026 and then a paid consulting role.

Dr. Smith’s offer includes a $550,000 annual base salary, a fiscal 2027 bonus target of $440,000, a $350,000 cash sign-on bonus subject to repayment conditions, and $350,000 in time-vested restricted stock. He is also slated to receive fiscal 2027 long-term equity awards of $715,000 in performance restricted stock units and $385,000 in additional restricted stock, vesting over three years based on service and performance metrics.

Under a separate consulting agreement effective May 1, 2026, Mr. Truesdell will provide services through Truesdell Capital LLC for up to about 26 months at $200 per hour, retain vesting of existing restricted stock awards, forfeit most performance units, and remain eligible for a fiscal 2026 bonus under the company’s short-term incentive plan.

AeroVironment, Inc. disclosed that Executive Vice President and Chief Operating Officer Brad Truesdell intends to retire once a successor is appointed. He is expected to remain in his role as the company’s principal operating officer until his replacement is in place and responsibilities are transitioned.

The company has begun a search for a new principal operating officer. After his employment ends, Mr. Truesdell is expected to continue supporting AeroVironment as a consultant, providing transition and other services at the direction of the Chief Executive Officer and the new operating leader.

AeroVironment, Inc. has completed the acquisition of Empirical Systems Aerospace, Inc. (ESAero) in a transaction valued at approximately $200 million. The deal consideration includes approximately $160 million in AeroVironment stock and the remainder in cash, subject to post-closing adjustments and holdbacks.

As part of the acquisition, AeroVironment issued 671,078 shares of its common stock, valued at $234.59 per share based on a 25‑trading‑day volume-weighted average price. These shares were issued privately to accredited ESAero stockholders under exemptions from Securities Act registration.

The company states that the transaction is expected to be accretive to adjusted EBITDA in the first year following closing and will add ESAero’s electric and hybrid propulsion, rapid prototyping, and AS9100-certified manufacturing capabilities to AeroVironment’s defense technology portfolio.

AeroVironment reported a GAAP loss in its fiscal 2026 third quarter despite very strong revenue growth. Revenue reached $408.0 million, up 143% from $167.6 million a year earlier, driven by higher product and service sales, including contributions from the BlueHalo acquisition. Gross margin was $98.8 million, or 24% of revenue.

The company recorded a $151.3 million goodwill impairment in its Space reporting unit after a stop‑work order on the BADGER phased array antenna agreement supporting the SCAR program, leading to a net loss of $(156.6) million, or $(3.15) per diluted share. Non‑GAAP earnings per diluted share were $0.64, with adjusted EBITDA of $44.5 million, up from $21.8 million.

Funded backlog was $1.1 billion as of January 31, 2026. For fiscal 2026, AeroVironment now expects revenue between $1.85 billion and $1.95 billion, adjusted EBITDA between $265 million and $285 million, and non‑GAAP earnings per diluted share of $2.75–$3.10. Separately, the U.S. Government indicated it intends to terminate the BADGER SCAR agreement for convenience, while allowing the company to compete for future SCAR work; AeroVironment plans to continue investing in BADGER as a commercial product.

AeroVironment, Inc. adopted a new Non-Qualified Deferred Compensation Plan for certain key employees, including named executive officers, and non-employee directors, effective March 1, 2026. Eligible employees may defer up to 75% of annual base salary and all or part of annual cash bonuses, while non-employee directors may defer cash Board fees and equity grants.

Distributions can be made in a lump sum or installments after retirement, with lump sums on earlier separation, death, or disability. Deferrals and related earnings are immediately 100% vested, and the company will not provide matching contributions, although it may make other contributions for certain participants. The plan is unfunded, supported by a rabbi trust whose assets remain subject to company creditors. The Compensation Committee also approved Trace Stevenson and Mary Clum as participants in the company’s Executive Severance Plan.

AeroVironment, Inc. announced that Executive Vice President and Chief Financial Officer Kevin McDonnell has decided to retire from the company, with his employment ending on July 31, 2026 (the “Retirement Date”). He will remain CFO until the earlier of a new chief financial officer’s start date or the Retirement Date, then may continue in a non-officer role to support a smooth transition.

Under a Retirement Agreement dated February 20, 2026, Mr. McDonnell will receive his current base salary and benefits through the Retirement Date and a full fiscal 2026 Short Term Incentive Plan bonus at target of $455,420, paid when other employee bonuses are paid. On the Retirement Date, the company will also cover an amount equal to the after-tax cost of five months of COBRA medical and related insurance premiums. His existing equity awards will continue to vest under their current terms through the Retirement Date, and he has agreed to provide a general release of claims and reaffirm confidentiality and related obligations.

AeroVironment, Inc. reported that, on January 16, 2026, the U.S. Government issued a stop work order on the company’s Other Transaction Agreement for delivering BADGER phased array antenna systems supporting the Satellite Communication Augmentation Resource (SCAR) program. This decision was made by mutual agreement between AeroVironment and the government.

The stop work order is intended to give both parties time to negotiate an amended agreement reflecting new requirements for the SCAR program, and this amendment is expected to take the form of a firm-fixed price agreement. AeroVironment states that it expects to continue providing capabilities and products for the SCAR program, while noting that its future results remain subject to various risks and uncertainties.

AeroVironment, Inc. disclosed that it issued a press release announcing its second quarter fiscal 2026 results for the period ended November 1, 2025.

The company also prepared an investor presentation with additional details on these results, which is attached as an exhibit and available through its investor relations website. The materials, including the press release and presentation, are being furnished under Items 2.02 and 7.01, rather than treated as filed under the securities laws.

AeroVironment, Inc. reported that its Board of Directors approved and made effective the company’s Sixth Amended and Restated Bylaws on November 20, 2025. The changes add a right-to-cure process for certain deficiencies in stockholder director nomination notices, giving stockholders a chance to fix specific issues with their submissions.

The amendments also clarify who can change stockholder meeting timing. The Board may postpone, reschedule or cancel any annual meeting, and the Chairman, Chief Executive Officer or the Board may do the same for any special meeting. The bylaws further update notice provisions to reflect current Delaware law and practice, revise advance notice requirements for stockholder nominations and other business, allow directors to hold special meetings on less than forty-eight hours’ notice when needed, and add a severability clause so other bylaw provisions remain effective if one part is found invalid.

AeroVironment, Inc. reported results of its 2025 Annual Meeting of Stockholders, highlighted by stockholder approval of an amended and restated 2021 Equity Incentive Plan. The update increases the number of shares of common stock reserved for issuance under the plan by 1,200,000 shares and provides that no more than 5,000,000 shares may be issued upon the exercise of incentive stock options. No incentive stock options may be granted under the restated plan after the tenth anniversary of the Board’s approval of the plan.

Stockholders also elected four Class I directors to one‑year terms and ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 30, 2026. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and formally approved the Restated 2021 Equity Incentive Plan.

AeroVironment, Inc. filed a Form 8-K to announce that it has released its first quarter fiscal 2026 financial results for the period ended August 2, 2025. On September 9, 2025, the company issued a press release and an investor presentation detailing these results, which are attached as Exhibits 99.1 and 99.2 and made available through its investor relations website. The filing also notes that the information is being furnished, not filed, which limits how it is treated under securities laws, and it includes customary forward-looking statement cautions referencing risks described in the company’s periodic SEC reports.

AeroVironment, Inc. reported a leadership change in its Loitering Munition Systems business. On August 25, 2025, Brett Hush resigned from his position as Executive Vice President & General Manager, Loitering Munition Systems, effective September 5, 2025.

The company states that Mr. Hush is leaving to pursue other opportunities and that his resignation is not due to any disagreement with AeroVironment regarding its policies or practices. No successor or additional management changes are described in this report.

AeroVironment (AVAV) has filed an 8-K/A to amend its initial May 1, 2025 report regarding the completed acquisition of BlueHalo Financing Topco. The amendment includes required financial statements and pro forma information.

Key Transaction Details:

• Acquisition closed on May 1, 2025, with BlueHalo becoming a wholly-owned subsidiary
• Financing included a $700 million term loan and $225 million draw from revolving credit facility
• Funds used to settle BlueHalo's existing debt and transaction expenses

New Financial Disclosures:

• BlueHalo's consolidated financial statements for 2023-2024
• BlueHalo's quarterly statements for Q1 2024-2025
• Unaudited pro forma combined financial information as of April 30, 2025

The pro forma information is presented for informational purposes only and may not be indicative of actual future financial position or operating results.

AeroVironment has filed an 8-K report announcing the release of its Q4 and full-year fiscal 2025 financial results for the period ended April 30, 2025. The filing indicates two key disclosures:

• The company has issued a press release detailing their financial performance (Exhibit 99.1)
• A supplementary presentation with additional financial information has been made available (Exhibit 99.2), accessible through the company's investor relations website

The filing includes standard forward-looking statements disclaimers and specifies that the information provided, including exhibits, is being furnished under Items 2.02 and 7.01. The document is signed by Wahid Nawabi, who serves as Chairman, President and Chief Executive Officer. While specific financial figures are not disclosed in this 8-K, they are contained in the referenced exhibits.