Two Arlington designees resign from AeroVironment (AVAV) board; large stakes remain

Rhea-AI Filing Summary

Arlington Capital–affiliated funds have updated their ownership and governance relationship with AeroVironment, Inc. Altitude V directly holds 6,728,262 shares of common stock, representing about 13.5% of AeroVironment, and Altitude VI holds 5,307,628 shares, or about 10.6%, based on 49,933,993 shares outstanding as of March 4, 2026. The filing states that related Arlington Capital vehicles may be deemed to share beneficial ownership and sole voting and dispositive power over these shares.

The amendment also reports that Arlington designees David Wodlinger and Henry Albers resigned from AeroVironment’s board effective June 17, 2026, and that both indicated their resignations were not due to any disagreement with management on operations, policies, or practices. Following their departures, the board has eight directors, and the shareholder group retains the contractual right to designate two successor directors, though no successors have been named as of the report date. The reporting persons state they have not traded AeroVironment stock in the past sixty days.

Insights

Governance and ownership analyst

Arlington funds keep sizable stakes while rotating board designees.

The amendment shows Altitude V and Altitude VI continuing as large AeroVironment shareholders with 13.5% and 10.6% stakes, respectively. Arlington Capital–related entities retain sole voting and dispositive power over these holdings through their control of the Altitude vehicles.

On governance, two Arlington designees resigned from the board effective June 17, 2026, with letters stating no disagreement with management. The underlying shareholder agreement still allows the group to designate two replacement directors, so board influence can continue once successors are identified.

The filing also notes no transactions in the past sixty days, indicating the changes are about board composition rather than share accumulation or disposal. Subsequent company disclosures may clarify when successor directors, if any, are appointed under the existing rights.

Key Figures

Altitude V holdings: 6,728,262 shares Altitude V ownership percentage: 13.5% Altitude VI holdings: 5,307,628 shares +4 more

7 metrics

Altitude V holdings 6,728,262 shares AeroVironment common stock beneficially owned by Altitude V

Altitude V ownership percentage 13.5% Percent of AeroVironment common stock held by Altitude V

Altitude VI holdings 5,307,628 shares AeroVironment common stock beneficially owned by Altitude VI

Altitude VI ownership percentage 10.6% Percent of AeroVironment common stock held by Altitude VI

Shares outstanding 49,933,993 shares AeroVironment shares outstanding as of March 4, 2026

Board size after resignations 8 directors AeroVironment board composition following June 17, 2026 resignations

Resignation effective date June 17, 2026 Effective date for Wodlinger and Albers leaving the board

Key Terms

beneficially own, sole voting power, sole dispositive power, Shareholder's Agreement, +1 more

5 terms

beneficially own financial

"may be deemed to beneficially own the shares of Common Stock held by Altitude V"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"Each of Altitude V, ACP V and Arlington Management V may be deemed to have sole power to direct the vote"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"may be deemed to have sole power to direct the vote and disposition of 6,728,262 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Shareholder's Agreement financial

"after being named designees of ACP V and ACP VI in accordance with the terms of the Shareholder's Agreement"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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Available on EDGAR 06/24/2026 - 06:54 PM Accepted by SEC EDGAR 06/24/2026 - 06:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

AeroVironment Inc

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

008073108

(CUSIP Number)

Brian Foist
Arlington Capital Partners, 4747 Bethesda Ave., Suite 500
Bethesda, MD, 20814
202-337-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Altitude V Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,728,262.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,728,262.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,728,262.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Altitude VI Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,307,628.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,307,628.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,307,628.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Arlington Capital Partners V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,728,262.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,728,262.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,728,262.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Arlington Capital Partners VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,307,628.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,307,628.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,307,628.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Arlington Management V, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,728,262.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,728,262.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,728,262.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 008073108

1

Name of reporting person

Arlington Management VI, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,307,628.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,307,628.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,307,628.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: AeroVironment Inc
(c)	Address of Issuer's Principal Executive Offices: 241 18th Street South, Suite 650, Arlington, VIRGINIA , 22202.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends the Schedule 13D filed on May 8, 2025 (the "Schedule 13D") and relates to the common stock, $0.0001 par value ("Common Stock"), of AeroVironment, Inc. (the "Company" or "Issuer"). Except as specifically amended by this Amendment No. 1, the disclosure in the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 1 but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to include the following: On June 16, 2026, each of David Wodlinger and Henry Albers provided separate notices informing the Company of their resignation from the Company's board of directors (the "Board") effective June 17, 2026. Both Mr. Wodlinger and Mr. Albers noted in their separate letters that their decision to resign from the Board is not the result of any disagreement with management on any matter relating to the Company's operations, policies, or practices. As previously disclosed, on May 1, 2025, Mr. Wodlinger and Mr. Albers were appointed to the Board after being named designees of ACP V and ACP VI (collectively, the "Shareholder"), in accordance with the terms of the Shareholder's Agreement, which was previously filed as Exhibit 99.3 to the Schedule 13D. Following the resignations of Messrs. Wodlinger and Albers, the Shareholder retains the right to designate two successor directors to fill the vacancies created by the resignations. As of the date of this report, the Shareholder has not designated any successor directors. Following these resignations, the Board consists of eight directors.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 49,933,993 shares outstanding as of March 4, 2026, as reported by the Issuer in its Form 10-Q/A for the quarter ended January 31, 2026, as filed with the SEC on June 22, 2026. Altitude V is the direct beneficial owner of 6,728,262 shares of Common Stock, representing approximately 13.5% of the outstanding shares of Common Stock. Each of ACP V, as the sole member of Altitude V, and Arlington Management V, as the sole managing member of the general partner of ACP V, may be deemed to beneficially own the shares of Common Stock held by Altitude V. Altitude VI is the direct beneficial owner of 5,307,628 shares of Common Stock, representing approximately 10.6% of the outstanding shares of Common Stock. Each of ACP VI, as the sole member of Altitude VI, and Arlington Management VI, as the sole managing member of the general partner of ACP VI, may be deemed to beneficially own the shares of Common Stock held by Altitude VI.
(b)	Each of Altitude V, ACP V and Arlington Management V may be deemed to have sole power to direct the vote and disposition of 6,728,262 shares of Common Stock held directly by Altitude V. Each of Altitude VI, ACP VI and Arlington Management VI may be deemed to have sole power to direct the vote and disposition of 5,307,628 shares of Common Stock held directly by Altitude VI.
(c)	None of the Reporting Persons have effected any transactions in the Issuer's Common Stock during the past sixty days.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Altitude V Holdings, LLC

Signature:	/s/ Peter Manos
Name/Title:	Peter Manos, Managing Principal of Manager of General Partner of Sole Member
Date:	06/24/2026

Altitude VI Holdings, LLC

Signature:	/s/ David Wodlinger
Name/Title:	David Wodlinger, Managing Principal of Manager of General Partner of Sole Member
Date:	06/24/2026

Arlington Capital Partners V, L.P.

Signature:	/s/ Peter Manos
Name/Title:	Peter Manos, Managing Principal of Manager of General Partner
Date:	06/24/2026

Arlington Capital Partners VI, L.P.

Signature:	/s/ David Wodlinger
Name/Title:	David Wodlinger, Managing Principal of Manager of General Partner
Date:	06/24/2026

Arlington Management V, L.L.C.

Signature:	/s/ Peter Manos
Name/Title:	Peter Manos, Managing Principal
Date:	06/24/2026

Arlington Management VI, L.L.C.

Signature:	/s/ David Wodlinger
Name/Title:	David Wodlinger, Managing Principal
Date:	06/24/2026

FAQ

What ownership stakes in AeroVironment (AVAV) do Altitude V and Altitude VI report?

Altitude V reports holding 6,728,262 AeroVironment common shares, representing about 13.5% of the outstanding stock. Altitude VI reports 5,307,628 shares, or about 10.6%, based on 49,933,993 shares outstanding as of March 4, 2026.

How many AeroVironment shares were outstanding for the reported ownership percentages?

The reported ownership percentages are calculated using 49,933,993 AeroVironment common shares outstanding as of March 4, 2026. This outstanding share count comes from the company’s Form 10-Q/A for the quarter ended January 31, 2026, filed with the SEC on June 22, 2026.

Which Arlington Capital–related entities are deemed beneficial owners of AeroVironment (AVAV) shares?

Altitude V and Altitude VI are the direct beneficial owners. The filing states that Arlington Capital Partners V, Arlington Management V, Arlington Capital Partners VI, and Arlington Management VI may be deemed to beneficially own the shares held by Altitude V and Altitude VI through their roles as sole members or managing entities.

Did the reporting persons trade AeroVironment (AVAV) stock in the last sixty days?

The filing explicitly states that none of the reporting persons effected any transactions in AeroVironment’s common stock during the past sixty days. This indicates the amendment reflects ownership and governance updates, not recent buying or selling activity in the shares.

What board changes at AeroVironment (AVAV) are disclosed in this amendment?

The amendment reports that Arlington designees David Wodlinger and Henry Albers resigned from AeroVironment’s board effective June 17, 2026. Their letters state the resignations were not due to disagreements with management, and the board now has eight directors after their departure.

Do Arlington-affiliated shareholders retain rights to board representation at AeroVironment?

Yes. The filing explains that, under a previously disclosed shareholder agreement, the Arlington-affiliated shareholder group retains the right to designate two successor directors to fill the vacancies created by the resignations. As of the report date, no successor directors have been designated.