Form 8-K

8-K — AeroVironment Inc

Accession: 0001104659-26-042388

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0001368622

SIC: 3721 (AIRCRAFT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2611632d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611632d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 13, 2026

AEROVIRONMENT,

INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-33261

95-2705790

(State

or other jurisdiction of

(Commission

File Number)

(I.R.S.

Employer Identification No.)

incorporation

or organization)

241

18th Street South, Suite

650

Arlington,

Virginia

22202

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (703) 418-2828

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value

AVAV

The

NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Financial Officer Appointment

On April 13, 2026, AeroVironment Inc. (the “Company”)

announced the appointment of Sean Woodward as the Company’s Executive Vice President and Chief Financial Officer, effective May

1, 2026. Mr. Woodward succeeds Kevin McDonnell, who previously announced his intent to retire from employment with the Company on July

31, 2026. Mr. McDonnell will continue his role as Chief Financial Officer with the Company through April 30, 2026, before transitioning

to employment with the Company in a non-officer capacity starting May 1, 2026, to assist Mr. Woodward and the Company in a smooth

and orderly transition.

Mr. Woodward, age 44, has served as the Chief Financial Officer of

the Company’s Autonomous Systems segment from May 2025 to the present. He has held several positions of increasing responsibility

since joining the Company in 2010, including as Senior Vice President of Finance from September 2024 to May 2025, Vice President of Global

Operations Finance from February 2021 to September 2024, and as Vice President of Finance from June 2019 through February 2021.

Mr. Woodward holds a bachelor’s of science in business management from the University of South Florida and an M.B.A. with a concentration

in finance from the University of Tampa.

Compensation Arrangements

As part of his promotion to Executive Vice President and Chief Financial

Officer, Mr. Woodward will receive an annual base salary of $515,000 and is eligible to participate in the Company’s fiscal year

2027 annual bonus plan with a target bonus opportunity of 70% of his annual base salary. Mr. Woodward will also be granted equity awards

pursuant to the Company’s fiscal year 2027 long term incentive program, consisting of $736,450 of performance restricted stock units

which will vest based on the Company’s achievement of specified financial metrics over the cumulative three-fiscal year 2027-2029

performance period and $396,550 of restricted stock awards, which will vest over time in equal amounts over a three-year period beginning

approximately one year after the date of grant. It is expected that Mr. Woodward’s equity awards under the fiscal year 2027 long

term incentive program will be issued at the time awards under the program are made to the Company’s other executive officers. Mr.

Woodward will be eligible to participate in the Company’s equity incentive plan, employee stock purchase program and deferred compensation

plan and other benefits generally available to the Company’s executive officers. Mr. Woodward will also be eligible for benefits

under the Company’s Amended and Restated Executive Severance Plan, which is described on page 68 of the Company’s most recent

Notice of 2025 Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on August 13, 2025.

There are no arrangements or understandings between Mr. Woodward and

any other persons pursuant to which he was selected to be an officer of the Company. There are also no family relationships between Mr.

Woodward and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On April 13, 2026, the Company issued a press release announcing

Mr. Woodward’s appointment as the Company’s Executive Vice President and Chief Financial Officer. A copy of the Company’s

press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K,

including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not

be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except

as expressly set forth by specific reference in such filing.

Item 9.01. Financial

Statements and Exhibits

(d) Exhibits.

Exhibit Number

Description

99.1

Press release issued by AeroVironment, Inc., dated April 13, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEROVIRONMENT, INC.

Date: April 13, 2026

By:

/s/ Melissa Brown

Melissa Brown

Executive Vice President, Chief Legal Officer & Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611632d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

AV Appoints Sean Woodward as Chief Financial

Officer

ARLINGTON, Va., April 13, 2026

– AeroVironment, Inc. (“AV”) (NASDAQ: AVAV), a global defense technology leader, today announced the appointment

of Sean T. Woodward as Executive Vice President and Chief Financial Officer, effective May 1, 2026. Woodward succeeds Kevin McDonnell,

who will be stepping down from the role, as announced earlier this year. McDonnell will remain with the Company in an advisory role through

July 2026 to help ensure a smooth transition of responsibilities.

Woodward is a seasoned finance leader with more than 22 years of experience

in defense technology, including at AV, General Dynamics, and Honeywell Aerospace. Woodward joined AV in 2010 and has spent more than

15 years in leadership roles across the company supporting AV’s revenue growth and profitability that led AV to becoming a global

defense technology leader with roughly $10 billion in market cap. Woodward most recently served as CFO of AV’s Autonomous Systems

(AxS) segment, where he has been instrumental in growing and expanding several key franchise programs within AxS, and was responsible

for the segment’s FP&A, operational finance, pricing and cost estimating, government accounting compliance, and program controls.

Over his tenure at AV, Woodward has played a key role in building and scaling the finance organization, strengthening financial reporting,

and supporting execution across the enterprise.

“Sean brings deep institutional knowledge and a strong understanding

of our financial and business strategy, and he has been instrumental in AV achieving its strategic growth goals,” said Wahid Nawabi,

Chairman, President and Chief Executive Officer. “Sean has played a critical role in commercializing several of our high-growth

products, which are now key franchises for the company. His leadership has strengthened our finance organization while supporting AV’s

expansion and integration efforts – a critical attribute that will play an increasingly important role as we internally build our

systems and processes enabling AV to effectively scale. I look forward to continuing to work with Sean in his new role as CFO as we execute

our growth strategy and deliver shareholder value.”

“I am honored to step into the role of CFO and look forward to

building on our strong financial foundation,” said Woodward. “I am focused on continued collaboration with our leadership

team in support of AV’s growth priorities to ensure the company remains well positioned for its next phase of execution.”

Woodward holds a Bachelor of Science in business management from the

University of South Florida and an MBA with a concentration in Finance from the University of Tampa.

About AV

AeroVironment

(“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and

cyber. The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed

energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s

conflicts. At the core of these technologies lies AV_Halo, a modular, mission-ready suite of AI-powered software tools that empowers warfighters

and enables full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep innovation pipeline,

AV delivers proven systems and future-defining capabilities at speed, scale, and operational relevance. For more information, visit www.avinc.com.

Safe Harbor Statement

Certain statements

in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act

of 1995. These statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could

cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform

under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development challenges;

and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s filings with the

Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of new information or

future events.

AV Investor Contact:

Denise Pacioni

ir@avinc.com

805.795.4108

AV Media Contact:

BJ Koubaroulis

bj.koubaroulis@avinc.com

747.324.5358

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