AeroVironment (AVAV) CEO converts performance units, withholds shares for taxes

Rhea-AI Filing Summary

AeroVironment Inc Chair, President and CEO Wahid Nawabi reported compensation-related stock activity involving performance-based awards. He exercised performance restricted stock units that converted into 57,672 shares of common stock, then a portion of these shares was used to cover tax withholding obligations through a share disposition.

The filing shows a tax-withholding disposition of 28,265 common shares at $139.00 per share, made via net settlement in connection with vested performance restricted stock units. After these transactions, Nawabi directly holds 151,640 shares of AeroVironment common stock.

Insights

Equity compensation and insider-transactions analyst

CEO exercised performance stock units and settled related taxes; activity appears routine.

Wahid Nawabi, Chair, President and CEO of AeroVironment, had performance restricted stock units convert into 57,672 common shares following achievement and certification of performance metrics over a three-year period beginning on May 1, 2023 and ending on April 30, 2026.

To satisfy tax obligations triggered by this vesting, 28,265 shares were disposed of at $139.00 per share via a net share settlement, a common mechanism where shares are withheld instead of paying cash. This F-code transaction is categorized as a tax-withholding disposition rather than an open-market sale.

Following these actions, Nawabi directly holds 151,640 shares of common stock. The filing lists no remaining derivative positions tied to these performance units, indicating they were fully converted. Overall, the pattern reflects standard executive equity compensation and tax handling rather than a discretionary market trade.

Insider Trade Summary

23,069 shares exercised/converted

Mixed 3 txns

Insider Nawabi Wahid

Role Chair, President and CEO

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Awards	23,069	$0.00	--
Exercise	Common Stock	57,672	$0.00	--
Tax Withholding	Common Stock	28,265	$139.00	$3.93M

Holdings After Transaction: Performance Restricted Stock Awards — 0 shares (Direct, null); Common Stock — 179,905 shares (Direct, null)

Footnotes (1)

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, 2023 and ending on April 30, 2026. 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. 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. 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"). Upon conversion of the PRSUs, the Reporting Person received 57,672 shares of common stock.

Key Figures

Shares received on PRSU conversion: 57,672 shares Tax-withholding shares disposed: 28,265 shares Tax-withholding price: $139.00 per share +2 more

5 metrics

Shares received on PRSU conversion 57,672 shares Common stock received upon conversion of performance restricted stock units

Tax-withholding shares disposed 28,265 shares Shares tendered to satisfy tax withholding obligations

Tax-withholding price $139.00 per share Value used for net settlement of tax obligations

Post-transaction holdings 151,640 shares Common shares directly owned after tax-withholding disposition

PRSU derivative units exercised 23,069 units Performance restricted stock awards converted into underlying common stock

Key Terms

Performance Restricted Stock Unit (PRSU), pre-established performance metrics, net settlement, tax withholding obligations, +1 more

5 terms

Performance Restricted Stock Unit (PRSU) financial

"Each Performance Restricted Stock Unit (PRSU) represents the contingent right to receive, following vesting, shares of the issuer's common stock."

pre-established performance metrics financial

"The resulting number of shares ... is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee."

net settlement financial

"Disposition made pursuant to a net settlement whereby shares of stock were tendered to satisfy tax withholding obligations."

tax withholding obligations financial

"shares of stock were tendered to satisfy tax withholding obligations arising in the conjunction with the vesting of previously issued Performance Restricted Stock Units."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 01:22 PM Accepted by SEC EDGAR 06/30/2026 - 01:22 PM Learn about SEC filing dates

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^*

Nawabi Wahid

(Last) (First) (Middle)

241 18TH STREET SOUTH

SUITE #650

(Street)

ARLINGTON VIRGINIA 22202

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

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

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

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

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	06/29/2026		M		57,672	A	$0(1)	179,905	D
Common Stock	06/29/2026		F		28,265(2)	D	$139	151,640	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	06/29/2026		M		23,069(1)		06/29/2026(3)	06/29/2026(3)	Common Stock	23,069(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, 2023 and ending on April 30, 2026. 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 57,672 shares of common stock.

	Colby Petersen, attorney-in-fact	06/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did AeroVironment (AVAV) CEO Wahid Nawabi report?

Wahid Nawabi reported vesting of performance restricted stock units that converted into 57,672 common shares. In connection with this vesting, 28,265 shares were disposed of via net settlement to cover tax withholding obligations, leaving him with 151,640 directly held AeroVironment shares.

Was the AeroVironment (AVAV) CEO’s Form 4 transaction a market sale of shares?

The filing shows a tax-withholding disposition, not an open-market sale. 28,265 shares were tendered at $139.00 per share to satisfy tax obligations arising from vesting performance restricted stock units, a common administrative step in equity compensation rather than a discretionary stock sale.

How many AeroVironment (AVAV) shares does CEO Wahid Nawabi hold after this Form 4?

After the reported equity compensation and tax-withholding transactions, Wahid Nawabi directly holds 151,640 shares of AeroVironment common stock. This reflects his position following the conversion of performance restricted stock units and the net share settlement used to cover associated tax liabilities.

What performance awards are involved in the AeroVironment (AVAV) CEO’s Form 4 filing?

The filing involves Performance Restricted Stock Units (PRSUs), which convert into common shares if performance metrics are met. These PRSUs vest based on pre-established goals over a three-year period from May 1, 2023 to April 30, 2026, with outcomes ranging from 0% to 250% of target units.

How many AeroVironment (AVAV) shares were acquired through performance unit conversion?

Upon conversion of performance restricted stock units, the reporting person received 57,672 shares of AeroVironment common stock. This reflects the certified performance outcome over the defined three-year performance period, as approved by the company’s compensation committee for these PRSU awards.

What does the tax-withholding entry on the AeroVironment (AVAV) Form 4 represent?

The tax-withholding entry shows 28,265 shares disposed at $139.00 per share under a net settlement arrangement. Shares were tendered back to satisfy tax withholding obligations arising when previously granted performance restricted stock units vested and converted into AeroVironment common stock.