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AeroVironment (AVAV) legal chief logs PRSU vesting and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AeroVironment Inc EVP and Chief Legal Officer Melissa Ann Brown reported routine equity compensation activity. She acquired 9,175 shares of common stock upon conversion of performance restricted stock units and 3,670 performance restricted stock awards vested into common stock. In connection with vesting, 3,590 shares were tendered at $139.00 per share to satisfy tax withholding obligations through a net settlement. Following these transactions, she holds 25,154 shares of AeroVironment common stock directly.

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Insider Brown Melissa Ann
Role EVP, Chief Legal Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Awards 3,670 $0.00 --
Exercise Common Stock 9,175 $0.00 --
Tax Withholding Common Stock 3,590 $139.00 $499K
Holdings After Transaction: Performance Restricted Stock Awards — 0 shares (Direct, null); Common Stock — 28,744 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 9,175 shares of common stock.
Shares withheld for taxes 3,590 shares at $139.00 Tendered to satisfy tax withholding obligations
Shares from PRSU conversion 9,175 shares Common stock received upon conversion of PRSUs
Performance awards exercised 3,670 units Performance restricted stock awards converted on June 29, 2026
Direct holdings after tax disposition 25,154 shares Common stock held directly after withholding transaction
Direct holdings after exercise 28,744 shares Common stock total shown following exercise entry
Performance Restricted Stock Unit (PRSU) financial
"Each Performance Restricted Stock Unit (PRSU) represents the contingent right to receive..."
net settlement financial
"Disposition made pursuant to a net settlement whereby shares of stock were tendered..."
tax withholding obligations financial
"shares of stock were tendered to satisfy tax withholding obligations arising in conjunction..."
Certification Date financial
"each PRSU vests and converts ... upon certification ... (the "Certification Date")."
three-year performance period financial
"over a three-year performance period beginning on May 1, 2023 and ending on April 30, 2026."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Brown Melissa Ann

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/29/2026M9,175A$0(1)28,744D
Common Stock06/29/2026F3,590(2)D$13925,154D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Awards$006/29/2026M3,670(1)06/29/2026(3)06/29/2026(3)Common Stock3,670(4)$00D
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 9,175 shares of common stock.
Colby Petersen, attorney-in-fact06/30/2026
** Signature of Reporting PersonDate
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 transaction did AeroVironment (AVAV) report for Melissa Ann Brown?

AeroVironment reported that EVP and Chief Legal Officer Melissa Ann Brown had performance-based stock units vest into common shares, with a portion of those shares withheld to cover tax obligations, reflecting routine compensation-related equity activity rather than an open-market trade.

How many AeroVironment (AVAV) shares did Melissa Ann Brown receive from PRSUs?

Upon conversion of performance restricted stock units, Melissa Ann Brown received 9,175 shares of AeroVironment common stock. These shares resulted from PRSUs tied to three-year performance metrics approved by the company’s Compensation Committee for the May 1, 2023 to April 30, 2026 period.

How many AeroVironment (AVAV) shares were withheld for taxes in this Form 4?

In connection with the vesting of previously issued performance restricted stock units, 3,590 shares of AeroVironment common stock were tendered at $139.00 per share to satisfy tax withholding obligations, through a net settlement rather than an open-market sale to third-party buyers.

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

Each AeroVironment performance restricted stock unit is a contingent right to receive common shares after vesting. The actual number of shares earned can range from 0% to 250% of the target units, depending on achievement of pre-established performance metrics over a defined three-year performance period.

How many AeroVironment (AVAV) shares does Melissa Ann Brown own after these transactions?

Following the reported vesting and tax withholding transactions, Melissa Ann Brown directly holds 25,154 shares of AeroVironment common stock. This figure reflects her updated direct ownership position after the PRSU conversions and the related net share settlement for tax obligations.

Was this AeroVironment (AVAV) insider transaction an open-market sale or purchase?

The filing shows no open-market purchase or sale. Instead, it reflects vesting and conversion of performance restricted stock units and a tax-withholding disposition, where shares were tendered back to satisfy tax obligations rather than sold on the open market to independent buyers.