[Form 4] AeroVironment, Inc. Insider Trading Activity

Rhea-AI Filing Summary

AeroVironment (NASDAQ: AVAV) filed a Form 4 disclosing insider activity by CFO Kevin P. McDonnell on 06/24/2025.

• 17,115 common shares acquired at $0 upon conversion of Performance Restricted Stock Units (PRSUs) after a three-year performance cycle (May 2022–Apr 2025).
• 7,986 shares automatically withheld and disposed of at $193.28 per share (≈$1.54 million) to cover withholding taxes (Code F).
• Net beneficial ownership now 25,288 shares, all held directly.
• The PRSU award allowed 0–250 % payout; the conversion indicates performance targets were met or exceeded.

No open-market sales were reported; the majority of the newly issued shares were retained, signalling continued equity alignment by the CFO.

Positive

• Performance metrics achieved: 17,115 PRSUs vested, signalling strong three-year execution.
• CFO’s direct stake rises to 25,288 shares, improving alignment with shareholders.

Negative

• $1.54 M worth of shares withheld for taxes reduces immediate float and may be viewed as insider selling, albeit non-discretionary.

Insights

Insider Trading Analyst

CFO keeps most performance shares; $1.5 M tax sale immaterial to alignment.

The award’s conversion confirms the company satisfied three-year performance hurdles, a constructive signal on operational execution. Although 7,986 shares (≈$1.54 M) were withheld for taxes, such Code F transactions do not reflect discretionary selling pressure. Post-transaction ownership of 25,288 shares gives the CFO enlarged direct exposure, enhancing management–shareholder alignment. Investors may infer confidence from the decision to retain roughly 53 % of the vested shares despite the high market price (>$190). The Form 4 is thus modestly positive, but its market impact is likely limited to governance optics rather than fundamentals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDonnell Kevin Patrick

(Last) (First) (Middle)

241 18TH STREET SOUTH

SUITE #650

(Street)

ARLINGTON VA 22202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AeroVironment Inc [ AVAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/24/2025		M		17,115	A	$0(1)	33,274	D
Common Stock	06/24/2025		F		7,986(2)	D	$193.28	25,288	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Awards	$0	06/24/2025		M		8,511(1)		06/24/2025(3)	06/24/2025(3)	Common Stock	8,511(4)	$0	0	D

Explanation of Responses:

1. Each Performance Restricted Stock Unit (PRSU) represents the contingent right to receive, following vesting, shares of the issuer's common stock. The resulting number of shares of the issuer's common stock acquired upon vesting of the PRSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on May 1, 2022 and ending on April 30, 2025. The target number of units subject to the award is presented in the table. The number of units that vest may be 0% to 250% of the target number of units, depending on performance.

2. Disposition made pursuant to a net settlement whereby shares of stock were tendered to satisfy tax withholding obligations arising in the conjunction with the vesting of previously issued Performance Restricted Stock Units.

3. Unless earlier forfeited under the terms of the PRSU, each PRSU vests and converts into shares of the issuer's common stock upon certification by the Company's Compensation Committee of the achievement of the performance metrics of the PRSUs (the "Certification Date").

4. Upon conversion of the PRSUs, the Reporting Person received 17,115 shares of common stock.

	Colby Petersen, attorney-in-fact	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many AeroVironment shares did the CFO acquire on 06/24/2025?

Kevin P. McDonnell acquired 17,115 common shares at no cost through PRSU conversion.

What price were AeroVironment shares disposed of for tax withholding?

7,986 shares were withheld at $193.28 per share, totaling roughly $1.54 million.

How many AeroVironment shares does the CFO now own?

After the transactions, the CFO’s beneficial ownership stands at 25,288 shares held directly.

What triggered the PRSU vesting for AVAV’s CFO?

Vesting occurred upon Compensation Committee certification that three-year performance targets (May 2022–Apr 2025) were met, allowing share conversion up to 250 % of target.