[Form 4] AeroVironment, Inc. Insider Trading Activity

Rhea-AI Filing Summary

AeroVironment (NASDAQ:AVAV) filed a Form 4 disclosing CEO Wahid Nawabi’s June 24, 2025 equity transactions.

• 39,938 shares acquired through vesting of Performance RSUs (code M) at $0 exercise cost.
• 20,281 shares withheld (code F) at $193.28 to cover taxes, valued ≈ $3.9 million.
• Net increase: 19,657 shares; total direct ownership now 134,831 shares.
• PRSUs tied to FY22-25 performance; payout could range 0-250% of target.

No open-market sale occurred; all dispositions were tax-related, indicating continued alignment of executive and shareholder interests.

Positive

• CEO’s direct holdings increased by 19,657 shares, reinforcing alignment with shareholders
• Gross award value ≈ $7.7 million, indicating strong performance-based payout

Negative

• None.

Insights

Insider Transactions Analyst

CEO boosts stake by 19,657 shares; >$7 M gross award signals confidence.

The filing shows a sizeable PRSU vesting worth about $7.7 M (39,938 × $193.28). Only 20,281 shares were surrendered for withholding, leaving a net addition of 19,657 shares. That represents roughly a 17% rise versus his post-2024 ownership base (implicit from 115,174 shares pre-event). Code F confirms no discretionary sale, reducing supply-side pressure. With total holdings now 134,831 shares—market value ≈ $26 M—the CEO remains heavily invested, a bullish governance signal. Investors should note the award’s performance linkage: future grants hinge on achieving multi-year KPIs, aligning pay with long-term value creation. Liquidity impact is minimal; shares came from treasury, not market purchases.

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
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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 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)

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

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		39,938	A	$0(1)	155,112	D
Common Stock	06/24/2025		F		20,281(2)	D	$193.28	134,831	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		19,860(1)		06/24/2025(3)	06/24/2025(3)	Common Stock	19,860(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 39,938 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).
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FAQ

How many AeroVironment shares did CEO Wahid Nawabi acquire on 06/24/2025?

He received 39,938 shares from vested Performance RSUs.

Did the CEO sell any AVAV shares in the open market?

No. 20,281 shares were surrendered only to satisfy tax withholding; no open-market sale occurred.

What is the CEO’s total AVAV ownership after the transaction?

Wahid Nawabi now directly owns 134,831 shares of AeroVironment common stock.

What was the value of the shares withheld for taxes?

At $193.28 per share, the 20,281 shares withheld equal roughly $3.9 million.

What performance period did the vested PRSUs cover?

The PRSUs measured performance from May 1 2022 through April 30 2025.