CFO of AeroVironment (NASDAQ: AVAV) nets shares after PRSU vest

Rhea-AI Filing Summary

AeroVironment Inc CFO Sean Thomas Woodward reported routine equity compensation activity involving performance-based stock units. On the vesting of Performance Restricted Stock Units (PRSUs), he received 2,382 shares of common stock, as described in the footnotes.

To cover related tax withholding obligations, 855 shares of common stock were disposed of through a net share settlement at $139.00 per share, a non-market, tax-withholding transaction rather than an open-market sale. Following these events, he directly owned 3,898 shares of AeroVironment common stock. All PRSUs reflected in this filing were fully converted into common shares, with no remaining derivative balance from this award.

Insider Trade Summary

953 shares exercised/converted

Mixed 3 txns

Insider Woodward Sean Thomas

Role CFO

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Awards	953	$0.00	--
Exercise	Common Stock	2,382	$0.00	--
Tax Withholding	Common Stock	855	$139.00	$119K

Holdings After Transaction: Performance Restricted Stock Awards — 0 shares (Direct, null); Common Stock — 4,753 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 2,382 shares of common stock.

Key Figures

Tax-withholding shares: 855 shares Tax-withholding price: $139.00 per share Shares from PRSU conversion: 2,382 shares +4 more

7 metrics

Tax-withholding shares 855 shares Common stock tendered to cover tax obligations at $139.00 per share

Tax-withholding price $139.00 per share Value applied to 855 shares used for tax withholding

Shares from PRSU conversion 2,382 shares Common shares received upon conversion of Performance Restricted Stock Units

PRSU units converted 953 units Performance Restricted Stock Awards converted into common stock in this filing

Shares owned after transactions 3,898 shares Direct common stock ownership following vesting and tax withholding

PRSU performance range 0% to 250% of target Potential vesting outcome based on performance metrics

PRSU performance period May 1, 2023–April 30, 2026 Three-year window for assessing PRSU performance metrics

Key Terms

Performance Restricted Stock Unit (PRSU), net settlement, tax withholding obligations, Certification Date, +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."

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 conjunction with the vesting of previously issued Performance Restricted Stock Units."

Certification Date financial

"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")."

derivative exercise/conversion financial

"transaction_action is described as derivative exercise/conversion for the PRSU transaction."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 01:45 PM Accepted by SEC EDGAR 06/30/2026 - 01:44 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^*

Woodward Sean Thomas

(Last) (First) (Middle)

241 SOUTH STREET

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)

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

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		2,382	A	$0(1)	4,753	D
Common Stock	06/29/2026		F		855(2)	D	$139	3,898	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		953(1)		06/29/2026(3)	06/29/2026(3)	Common Stock	953(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 2,382 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 did AeroVironment (AVAV) CFO Sean Woodward report in this Form 4?

The CFO reported vesting of performance-based stock units that delivered 2,382 common shares. A portion of those shares was then surrendered to satisfy tax withholding obligations, leaving him with 3,898 common shares directly owned after the transactions.

How many AeroVironment (AVAV) shares were used for tax withholding in this filing?

A total of 855 AeroVironment common shares were disposed of at $139.00 per share to cover tax withholding obligations. This was a net share settlement linked to vesting of Performance Restricted Stock Units, not an open-market sale for investment purposes.

How many AeroVironment (AVAV) shares did the CFO receive from PRSU vesting?

Upon conversion of Performance Restricted Stock Units, the CFO received 2,382 shares of AeroVironment common stock. These shares arose from equity compensation tied to pre-established performance metrics over a three-year measurement period ending April 30, 2026.

What are Performance Restricted Stock Units (PRSUs) at AeroVironment (AVAV)?

Each PRSU is a contingent right to receive AeroVironment common shares after vesting. The actual number of shares earned can range from 0% to 250% of a target amount, depending on achievement of Compensation Committee–approved performance metrics over a three-year period.

How many AeroVironment (AVAV) shares does the CFO own after these transactions?

After the reported vesting and tax-withholding disposition, the CFO directly owns 3,898 shares of AeroVironment common stock. This figure reflects the net position once the shares tendered for tax obligations have been deducted from the gross shares received.

Over what period are AeroVironment (AVAV) PRSU performance metrics measured?

The PRSU performance metrics are evaluated over a three-year period beginning May 1, 2023 and ending April 30, 2026. Vesting and conversion into common shares occur after the Compensation Committee certifies the level of performance achieved over that timeframe.