Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plan
On September 30, 2025 , Brian Shackley , our Vice President and Chief Accounting Officer , and Stephen Page , Director , each adopted a trading arrangement (the “Shackley Rule 10b5-1 Trading Plan” and “Page Rule 10b5-1 Trading Plan”, respectively) for the sale of shares of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The Shackley Rule 10b5-1 Trading Plan, which has a term of approximately 15 months , provides for the sale of shares of Common Stock issuable under the terms of certain restricted stock unit (“RSU”) awards granted to Mr. Shackley by the Company (“RSU Shares”). The aggregate number of RSU Shares that will be available for sale under the Shackley Rule 10b5-1 Trading Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. Additionally, certain provisions within the Shackley Rule 10b5-1 Trading Plan specify a certain percentage of the net shares that can be sold at the vesting date of the underlying equity award. As such, for purposes of this disclosure, the aggregate number of shares of Common Stock of that will be subject to sale pursuant to the terms of the Shackley 10b5-1 Trading Plan is 988 (plus max PRSU to vest in June 2026) reflecting the aggregate maximum number of gross shares underlying the equity awards subject to the Shackley Rule 10b5-1 Trading Plan. The Page Rule 10b5-1 Trading Plan, which has a term of approximately 15 months , provides for the sale of shares of Common Stock issuable under the terms of certain RSU awards granted to Mr. Page by the Company. The aggregate number of shares of Common Stock that will be subject to sale pursuant to the terms of the Page Rule 10b5-1 Trading Plan, is a maximum of 11,000 (plus July 11, 2026 vesting amount) with sales contingent on future vesting of equity awards.
Other than with respect to the Shackley Rule 10b5-1 Trading Plan and Page Rule 10b5-1 Trading Plan, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408 during the three-month period ended November 1, 2025.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of AeroVironment, Inc. (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2024)
3.2
Sixth Amended and Restated Bylaws of AeroVironment, Inc., amended as of November 20, 2025. (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 25, 2025)
4.1
Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2025)
4.2
First Supplemental Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2025)
10.1
Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed August 13, 2025)
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32#
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document – The instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101
* Filed herewith.
# The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.
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SIGNATURES
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, thereunto duly authorized.
Date: December 9, 2025
AEROVIRONMENT, INC.
By:
/s/ Wahid Nawabi
Wahid Nawabi
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin P. McDonnell
Kevin P. McDonnell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Brian C. Shackley
Brian C. Shackley
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.