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): ~~February~~ 27March 10, 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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AVAV	The NASDAQ Stock Market LLC

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))

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 ¨~~

~~If an~~Emerging ~~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~~

~~Adoption~~If 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 ~~Nonqualified~~the ~~Deferred~~Exchange ~~Compensation~~Act. ~~Plan~~☐

OnItem ~~February 27, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AeroVironment Inc~~2. ~~(the “Company”) approved the AeroVironment, Inc~~02. ~~Non-Qualified~~ ~~Deferred~~Results ~~Compensation~~of ~~Plan~~Operations ~~(the “Plan”) for certain key employees, including the Company’s named executive officers,~~ and ~~non-employee~~Financial ~~members of the Board, with such Plan to be effective on March 1, 2026.~~Condition

~~Currently~~On ~~under~~March ~~the~~10, ~~Plan~~2026, ~~participants~~AeroVironment, Inc. ~~who~~(the ~~are~~“Company”) ~~employees~~issued ~~may defer up to 75% of their annual base salaries and all or~~ a ~~portion~~press ofrelease ~~their~~announcing ~~annual~~second ~~cash~~quarter ~~bonuses.~~results ~~Participants~~for ~~who~~the ~~are non-employee directors may~~period ~~defer~~ended ~~all~~January or31, 2026, a ~~portion~~copy of ~~their~~which ~~cash~~is ~~Board~~attached ~~service~~hereto ~~fees~~as ~~and equity grants received by a director for service on the Board and its committees~~Exhibit 99.1.

Upon a separation from service from the Company for a participant meeting the Company’s definition of retirement at the time of separation, distributions may be paid either (i) as a lump sum payment or (ii) in annual installments over a two year or ten year period. Participants must designate their form of payment at the time of their initial deferral election. If a participant leaves the Company prior to retirement, the participant will receive a distribution in a lump sum. Participants may also elect to receive all or a portion of the amount deferred in a given year after four or more years following the year of deferral. Upon a participant’s death or disability, a lump sum distribution will be made.

~~The~~Item ~~participants’ elective deferrals and any earnings of the deemed investment of such deferrals are 100% vested immediately~~7. ~~The Company will not provide any matching contributions to the Plan on any participant’s behalf~~01. ~~The~~Regulation ~~Company~~FD ~~may make other contributions on behalf of participants meeting certain requirements as determined by the Company.~~Disclosure

~~The Company will pay all administrative costs of the Plan. The Company has retained third-party recordkeepers and consultants to assist in the administration of the Plan.~~

The ~~Plan~~information isunder anItem unfunded arrangement to be maintained by the Company to provide deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or an excess benefit plan within the meaning of ERISA, or a combination of both2.02 ~~The~~above ~~Plan~~ is ~~further~~incorporated ~~intended~~herein toby ~~conform with the requirements of Internal Revenue Code (the “Code”) Section 409A and the final regulations issued thereunder~~reference.

The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan from the assets of the Company. The Company will establish a rabbi trust for the Plan, and contributions under the Plan will be deposited into the rabbi trust. Assets in the trust are subject to the claims of the Company’s general creditors in the event of bankruptcy or other insolvency. An account in the Plan will not give a participant any ownership interest in any of the investment options of the Plan, the rabbi trust assets or any other specific assets of the Company.

~~The~~Attached ~~foregoing~~as ~~description~~Exhibit 99.2 hereto is ~~qualified~~a inpresentation ~~its~~containing ~~entirety~~additional byinformation ~~reference to~~regarding the ~~Plan~~Company’s third quarter fiscal 2026 financial results for the period ended January 31, a2026. A copy of ~~which~~the presentation is ~~attached~~also ~~hereto~~available ason ~~Exhibit~~the ~~10.1~~investor relations section of the Company’s website at https://investor.avinc.com/events-and-presentations. The information contained on the Company’s website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K ~~by reference~~.

~~Severance~~The ~~Plan~~information ~~Participation~~in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of AeroVironment, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

On February 27, 2026, the Committee approved Trace Stevenson, the Company’s President, Autonomous Systems, and Mary Clum, the Company’s President, Space, Cyber & Directed Energy, as participants in the Company’s Executive Severance Plan, amended and restated as of December 3, 2024, which is described in 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.

2Item 8.01. Other Events

~~Item 9.01. Financial Statements and Exhibits~~

On March 10, 2026, during the course of negotiations between the Company and the U.S. Government regarding the Company’s Other Transaction Agreement (dthe “Agreement”) ~~Exhibits~~ for the delivery of BADGER phased array antenna systems to support the Satellite Communication Augmentation Resource (“SCAR”) program, the U.S. Government informed the Company that it now intends to proceed with a termination for convenience of the Agreement, while providing the Company with the opportunity to compete for work under the SCAR program in the future. The Company intends to continue to invest in the BADGER product line by developing a commercial product to address the phased array antennae market.

Exhibit Number		Description
10.1		AeroVironment, Inc. Non-Qualified Deferred Compensation Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3In addition to historic information, this report, including the exhibits, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future events and results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibits, and in our periodic reports filed with the Securities and Exchange Commission.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits

~~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~~(d) Exhibits.

	AEROVIRONMENT, INC.
Exhibit
Date: March 5, 2026	By:	/s/ Melissa Brown
Number		Description
		Melissa Brown
99.1		Press release issued by AeroVironment, Inc., dated March 10, 2026.
		Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary
99.2		Presentation regarding AeroVironment, Inc.’s third quarter fiscal 2026 financial results dated March 10, 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: March 10, 2026	By:	/s/ Wahid Nawabi
		Wahid Nawabi
		Chairman, President and Chief Executive Officer

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