AeroVironment CFO receives stock awards and ESPP shares

AeroVironment Inc CFO Sean Thomas Woodward reported two stock acquisitions.

Rhea-AI Filing Summary

AeroVironment Inc CFO Sean Thomas Woodward reported two stock acquisitions. He received 2,077 shares of common stock as a restricted stock award at no cash price, increasing his direct holdings to 6,072 shares. These restricted shares vest in three equal installments on July 11 of 2027, 2028, and 2029.

He also acquired 97 shares of common stock at $140.31 per share under AeroVironment’s 2023 Employee Stock Purchase Plan, in transactions exempt under Rule 16b-3(d) and Rule 16b-3(c). Both transactions reflect compensation and benefit plan participation rather than open‑market trading.

Insights

Equity Compensation Analyst

CFO’s Form 4 shows routine equity compensation, not open‑market buying.

The filing shows AeroVironment CFO Sean Thomas Woodward acquiring common stock through a restricted stock award and the 2023 Employee Stock Purchase Plan. Both transactions are coded as awards under an existing compensation framework, not discretionary market purchases.

The 2,077-share restricted stock grant vests in three annual tranches beginning on July 11, 2027, indicating long-term retention incentives. The 97 ESPP shares at $140.31 per share reflect ongoing participation in a broad-based plan. With total direct holdings at 6,072 shares, this appears to be standard executive compensation with neutral investment-sentiment implications.

Insider Trade Summary

Grant/Award: 2,174 shares

Grant/Award 2 txns

Insider Woodward Sean Thomas

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,077	$0.00	$0.00
Grant/Award	Common Stock	97	$140.31	$14K

Holdings After Transaction: Common Stock — 6,072 shares (Direct)

Footnotes (2)

1. F1. These shares were acquired under the AeroVironment, Inc. 2023 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
2. F2. Restricted Stock Awards vest in 3 equal installments on each of July 11, 2027, 2028 and 2029.

Key Figures

Restricted stock award: 2,077 shares ESPP shares acquired: 97 shares Holdings after transactions: 6,072 shares +3 more

6 metrics

Restricted stock award 2,077 shares Common Stock grant, no cash price per share

ESPP shares acquired 97 shares 2023 Employee Stock Purchase Plan at $140.31 per share

Holdings after transactions 6,072 shares Total direct common stock ownership after reported acquisitions

ESPP purchase price $140.31 per share Price for 97 ESPP shares of common stock

Rule 16b-3 exemptions Rule 16b-3(d) and 16b-3(c) Exempt treatment for ESPP acquisitions

RSA vesting dates July 11, 2027, 2028, 2029 Three equal vesting installments for restricted stock award

Key Terms

2023 Employee Stock Purchase Plan, Restricted Stock Awards, Rule 16b-3(d), Rule 16b-3(c)

4 terms

2023 Employee Stock Purchase Plan financial

"These shares were acquired under the AeroVironment, Inc. 2023 Employee Stock Purchase Plan"

Restricted Stock Awards financial

"Restricted Stock Awards vest in 3 equal installments on each of July 11, 2027, 2028 and 2029"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

Rule 16b-3(d) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AeroVironment (AVAV) CFO Sean Thomas Woodward report in this Form 4?

He reported acquiring common stock through equity compensation. A 2,077-share restricted stock award and 97 shares via the 2023 Employee Stock Purchase Plan increased his direct holdings to 6,072 shares, reflecting routine compensation and benefit participation rather than open-market trading.

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

After these transactions, the CFO directly holds 6,072 AeroVironment common shares. This total reflects the addition of 2,077 restricted stock award shares and 97 shares acquired under the 2023 Employee Stock Purchase Plan, as disclosed in the Form 4 filing’s ownership figures.

What is the vesting schedule for the AeroVironment (AVAV) restricted stock award?

The 2,077-share restricted stock award vests in three equal installments. Vesting occurs on July 11, 2027, July 11, 2028, and July 11, 2029, aligning the CFO’s compensation with longer-term company performance through staggered release of shares over three years.

Were the AeroVironment (AVAV) CFO’s stock transactions open‑market purchases or plan-based awards?

They were plan-based awards, not open-market purchases. The filing describes the transactions as grants or awards, including 97 shares acquired under the 2023 Employee Stock Purchase Plan and a 2,077-share restricted stock award, both treated as equity compensation events.

At what price were the AeroVironment (AVAV) ESPP shares acquired by the CFO?

The 97 shares acquired under the 2023 Employee Stock Purchase Plan were priced at $140.31 per share. This transaction is specifically identified as an acquisition under the ESPP and was exempt under Rule 16b-3(d) and Rule 16b-3(c) of the securities regulations.

What regulatory exemptions apply to the AeroVironment (AVAV) CFO’s ESPP acquisition?

The ESPP acquisition was exempt under Rule 16b-3(d) and Rule 16b-3(c). These exemptions generally apply to transactions under approved employee benefit plans, indicating the 97-share purchase was treated as a plan-based, insider-compensation transaction rather than regular market trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 05:13 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)
07/02/2026

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	06/30/2026		A	V	97(1)	A	$140.31	3,995	D
Common Stock	07/02/2026		A		2,077(2)	A	$0	6,072	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

Explanation of Responses:

1. These shares were acquired under the AeroVironment, Inc. 2023 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Restricted Stock Awards vest in 3 equal installments on each of July 11, 2027, 2028 and 2029.

	Colby Petersen, attorney-in-fact	07/06/2026
	** 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)