What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-06-29 compared with 2025-06-25 · 618 added, 428 removed, 1100 unchanged (49% of the section changed)

20 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 24, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 29, 2026, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition — Contract Estimates on Select Contracts - Refer to Note 1 to the financial statements

3 unchanged sentences

Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts.

Additionally, the nature of the Company’s contracts gives rise to several types of

variable consideration, including undefinitized contract actions and unpriced change orders, which are within the scope of ASC 606 with final contract values to be negotiated, penalty fees and incentive awards generally for late delivery and early delivery, respectively.

Additionally, the nature of the Company’s contracts gives rise to several types of variable consideration, which are within the scope of ASC 606 with final contract values to be negotiated, penalty fees and

incentive awards generally for late delivery and early delivery, respectively.

The Company regularly reviews and updates its contract-related estimates.

Changes in cumulative revenue estimates, due to changes in the estimated transaction price or cost estimates including definitization of contracts, are recorded using a cumulative catch-up adjustment in the period identified.

Changes in cumulative revenue estimates, due to changes in the estimated transaction price or cost estimates, are recorded using a cumulative catch-up adjustment in the period identified.

We analyzed the Company’s contract portfolio to identify contracts that we believe had elevated financial or performance risk.

5 unchanged sentences

o Reading the underlying contract and any amendments or modifications to understand the contractual requirements and performance obligations.

o Assessing the reasonableness of the assumed variable consideration based on contract terms, relevant historical trends, and performing inquiries with the Company’s program and business management regarding their basis of estimates including work plans, engineering specifications, program labor and suppliers, actual performance to date, and any recent correspondence between the company and the customer.

o Assessing the reasonableness of the contract estimates based on contract terms, relevant historical trends, and performing inquiries with the Company’s program and business management regarding their basis of estimates including work plans and supplier status, actual performance to date, and any recent correspondence between the company and the customer.

o Evaluating the appropriateness of the timing and amounts of changes in select contract estimates by obtaining supporting documentation.

o Assessing the completeness and accuracy of information utilized to develop contract estimates.

o Testing the mathematical accuracy of management’s calculation of revenue recognized during the period for the selected contracts, and the cumulative catch-up adjustment, if applicable.

o Testing the mathematical accuracy of management’s calculation of revenue recognized during the period for the selected contracts, and the cumulative catch-up adjustment.

Goodwill — Refer to Note 1 and Note 6 to the financial statements

Critical Audit Matter Description

In January 2026, a stop-work order was received on the Company’s Other Transaction Agreement for the delivery of BADGER phased array antenna systems to support Space Force’s Satellite Communication Augmentation Resource (“SCAR”) program.

The Company concluded that the stop-work order represented a trigger event that indicated the carrying value of the Space reporting unit exceeded its fair value.

The Company estimates the fair value by weighting the results from the income approach and the market approach.

These valuation approaches consider a number of factors that include prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the Company’s industry.

The Company updated their estimates of the long-term cash flows of the Space reporting unit to reflect the reduced revenue associated with the stop-work order as well as an increase in expected research and development and capital investments to achieve product commercialization.

The changes in estimates resulted in the recognition of a goodwill impairment charge of approximately $240,708,000 in the Space reporting unit.

We identified the significant judgments made by management related to the amount and timing of future revenue projections used to determine the fair value of the Space reporting unit as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to future revenue projections.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the expected amount and timing of future revenue projections used to estimate the fair value of the Space reporting unit included the following, among others:

● We tested the design and effectiveness of management’s controls over their goodwill impairment evaluation, including those over the determination of the fair value of the Space reporting unit, such as controls related to management’s review of forecasts of future revenues.

● We inquired of appropriate individuals, both within and outside of finance, regarding the revenue projections.

● We assessed the reasonableness of management’s forecasts of future revenues by comparing the projections to historical results, third-party industry forecasts, contractual agreements and internal communications to management and the Company’s Board of Directors.

● With the assistance of our fair value specialists, we compared applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model.

● We evaluated management’s ability to estimate future revenues by comparing actual revenues to management’s historical forecasts.

Business Acquisitions — Refer to Note 1 and Note 19 to the financial statements

Critical Audit Matter Description

On May 1, 2025, the Company closed its acquisition of BlueHalo for merger consideration, net of cash acquired, of $3,484,945,000.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the fair value of the assets acquired and liabilities assumed, resulting in developed technology of $480,400,000, customer relationships of $499,500,000, backlog of $49,900,000, and goodwill of $2,367,428,000.

Management used valuation techniques to value these intangibles assets, with the primary technique being a discounted cash flow analysis.

A discounted cash flow analysis requires Management to make various assumptions and estimates including projected revenue, gross margins, operating costs, growth rates, useful lives and discount rates.

We identified the significant judgements made by management related to the amount and timing of future revenue projections used in the valuation of certain developed technology and customer relationship assets to be a critical audit matter.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the expected amount and timing of future revenue used to estimate the fair value of the intangible assets acquired included the following, among others:

● We tested the design and effectiveness of management’s controls over the valuation of intangibles, including management’s controls over the estimates of the amount and timing of expected future revenues.

● We assessed the reasonableness of management’s forecasts of future revenues relating to certain developed technology and customer relationship assets by performing inquiries of appropriate individuals outside of the accounting organization, comparing the projections to historical results, contractual agreements, third-party industry forecasts, and internal communications to management and the Company’s Board of Directors.

● With the assistance of our fair value specialists, we compared applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model.

● We evaluated management’s ability to estimate future revenues by comparing actual revenues to estimates assumed in the valuation model.

/s/ Deloitte & Touche LLP

7 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 203 at April 30, 2025 and $ 159 at April 30, 2024

Short-term investments

Accounts receivable, net of allowance for credit losses of $ 1,961 at April 30, 2026 and $ 203 at April 30, 2025

Unbilled receivables and retentions

13 unchanged sentences

Customer advances

Current portion of long-term debt

Current operating lease liabilities

2 unchanged sentences

Total current liabilities

Long-term debt, net of current portion

Long-term debt

Non-current operating lease liabilities

31 unchanged sentences

Impairment of goodwill

Income (loss) from operations

Other (loss) income:

(Loss) income from operations

Other income (loss):

Interest expense, net

Other income (expense), net

Income (loss) before income taxes

Provision for (benefit from) income taxes

(Loss) income before income taxes

(Benefit from) provision for income taxes

Equity method investment income (loss), net of tax

Net income (loss)

Net income attributable to noncontrolling interest

Net income (loss) attributable to AeroVironment, Inc.

Net income (loss) per share

Net (loss) income

Net (loss) income per share

Weighted-average shares outstanding:

4 unchanged sentences

Year Ended April 30,

Net income (loss)

Net (loss) income

Other comprehensive income (loss):

Unrealized gain on available-for-sale investments, net of deferred tax expense of $ 0 for the fiscal years ended April 30, 2023

Unrealized loss on available-for-sale investments, net of deferred tax expense of $ 0 for the fiscal year ended April 30, 2026

Change in foreign currency translation adjustments

Total comprehensive income (loss)

Net income attributable to noncontrolling interest

Comprehensive income (loss) attributable to AeroVironment, Inc.

Total comprehensive (loss) income

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Balance at April 30, 2023

Net (loss) income

Unrealized gain on investments

Foreign currency translation

Stock options exercised

Restricted stock awards

2 unchanged sentences

Shares issued, net of issuance costs

Deconsolidation of previously controlled subsidiary

Issuance of common stock for business acquisition

Stock-based compensation

1 unchanged sentence

Foreign currency translation

Employee stock purchase plan contributions

Stock options exercised

Restricted stock awards

1 unchanged sentence

Tax withholding payment related to net share settlement of equity awards

Shares issued, net of issuance costs

Issuance of common stock for business acquisition

Stock based compensation

Balance at April 30, 2025

Unrealized loss on investments

Foreign currency translation

Employee stock purchase plan contributions

Stock options exercised

Restricted stock awards

1 unchanged sentence

Tax withholding payment related to net share settlement of equity awards

Issuance of common stock for business acquisitions

Shares issued, net of issuance costs

Stock based compensation

6 unchanged sentences

Operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to cash used in operating activities:

Depreciation and amortization

1 unchanged sentence

(Gain)/Loss from equity method investments

Loss on deconsolidation of previously controlled subsidiary

Amortization of debt issuance costs

Provision for doubtful accounts

Provision for credit losses

Reserve for inventory excess and obsolescence

2 unchanged sentences

Loss on foreign currency transactions

Unrealized (gain) loss on available-for-sale equity securities, net

(Gain) loss on sale of equity securities, net

Deferred income taxes

1 unchanged sentence

Loss on disposal of property and equipment

Amortization of debt securities discount

Amortization of debt securities

Changes in operating assets and liabilities, net of acquisitions:

7 unchanged sentences

Investing activities

Acquisition of property and equipment and capitalized software to be sold

Acquisition of property and equipment

Acquisition of capitalized software to be sold

Contributions in equity method investments

Equity security investments

Business acquisitions, net of cash acquired

Acquisition of intangibles

Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated

Redemptions of available-for-sale investments

Purchase of available-for-sale investments

Redemption of available-for-sale investments

Purchase of equity and debt investments

Proceeds from sale of equity securities

Exercise of warrants

Acquisition of intangibles

Business acquisitions, net of cash acquired

Net cash used in investing activities

( 1,232,671 )

Financing activities

2 unchanged sentences

Principal payments of revolver

Holdback and retention payments for business acquisition

Proceeds from long-term debt

Proceeds from shares issued, net of underwriter costs

Payment of contingent consideration

Proceeds from shares issued, net of issuance costs

Proceeds from convertible debt, net of underwriter costs

Payment of debt issuance costs

Payment of equity issuance costs

Holdback and retention payments for business acquisition

Tax withholding payment related to net settlement of equity awards

1 unchanged sentence

Exercise of stock options

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

Effects of currency translation on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

4 unchanged sentences

Issuance of common stock for business acquisition

Unrealized gain on available-for-sale investments, net of deferred tax expense of $ 0 for the fiscal years ended April 30, 2023

Unrealized loss on available-for-sale investments

Change in foreign currency translation adjustments

Issuances of inventory to property and equipment, ISR in-service assets

Acquisitions of property and equipment included in accounts payable

3 unchanged sentences

Organization and Significant Accounting Policies

AeroVironment, Inc., a Delaware corporation, is engaged in the design, development, production, delivery and support of a technologically advanced portfolio of intelligent, multi-domain robotic systems and related services for government agencies and businesses.

AeroVironment, Inc.

supplies uncrewed aircraft and ground robot systems, loitering munitions systems and related services primarily to organizations within or supplying the U.S.

AeroVironment, Inc., a Delaware corporation and its fully owned subsidiaries (collectively referred to herein as the “Company”), is engaged in the design, development, production, delivery and support of autonomous systems, precision strike systems, Counter-Uncrewed Aircraft Systems (“C-UAS”) technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities.

The Company provides these products and services primarily to organizations within or supplying the U.S.

Department of Defense (“DoD”), other federal agencies and to international allied governments.

Effective May 1, 2025, the Company reorganized its segments.

In connection with the Company’s acquisition of BlueHalo Financing Topco, LLC (“BlueHalo”), the reorganization was implemented to drive additional operational improvements, foster synergies and provide leaders with greater autonomy over their product lines.

The Company’s reportable segments are as follows:

Autonomous Systems (“AxS”) — The AxS segment focuses on the design, development, production, delivery, and support of intelligent, multi-domain robotic systems, including UAS, uncrewed underwater vehicles and ground robot systems.

The segment includes the Company’s former Uncrewed Systems (“UxS”), Loitering Munitions Systems (“LMS”), and MacCready Works (“MW”) segments as well as Integrated Air and Missile Defense (“IAMD”), Electronic Warfare Systems (“EW”) and Uncrewed Maritime (“UUV”) products and services from the BlueHalo acquisition.

It primarily serves organizations within or supplying the DoD, other federal agencies, and international allied governments.

This segment encompasses the Company’s core autonomous platforms, such as drones and robotic systems, tailored for mission-critical applications across air, land and sea domains.

Space, Cyber, and Directed Energy (“SCDE”) — The SCDE segment focuses on advanced technologies in the space domain providing space-based and ground-based platforms, cyber capabilities, and directed energy systems.

This segment positions the Company in high-growth areas of next-generation defense technology, addressing emerging threats and mission requirements in space, cyber warfare, and directed energy applications (e.g., high-energy lasers).

It also primarily serves organizations within or supplying the U.S.

DoD, other federal agencies, and international allied governments.

Significant Accounting Policies

1 unchanged sentence

The accompanying consolidated financial statements include the accounts of AeroVironment, Inc.

and its wholly-owned subsidiaries Arcturus UAV, Inc.

(“Arcturus”), Telerob Gesellschaft für Fernhantierungstechnik mbH (“Telerob”), Tomahawk Robotics, Inc.

(“Tomahawk”) and Archangel Merger Sub LLC (collectively referred to herein as the “Company”).

On August 17, 2022, the Company purchased certain assets of, and assumed certain liabilities of Planck Aerosystems, Inc.

(“Planck”) pursuant to the purchase agreement, and post-acquisition, Planck has been incorporated into the UxS segment.

The assets, liabilities and operating results of Planck have been included in the Company’s consolidated financial statements.

Refer to Note 21—Business Acquisitions for further details.

On September 15, 2023, the Company closed its acquisition of Tomahawk pursuant to a merger agreement, and post-acquisition, Tomahawk has been incorporated into the UxS segment.

The assets, liabilities and operating results of Tomahawk have been included in the Company’s consolidated financial statements.

and its wholly-owned subsidiaries.

Consolidated results include that of the Company and subsidiaries.

The assets, liabilities and operating results of acquired companies have been included in the Company’s consolidated financial statements.

Refer to Note 19—Business Acquisitions for further details.

On November 13, 2024, the Company formed Archangel Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), for the purpose of the announced acquisition of BlueHalo Financing Topco, LLC (“BlueHalo”).

On May 1, 2025, the Company completed the acquisition of BlueHalo.

Refer to Note 25—Subsequent Events for further details.

The Company eliminates intercompany balances and transactions in consolidation.

Investments in Companies Accounted for Using the Equity or Cost Method

2 unchanged sentences

When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for as the Company is not obligated to provide additional capital.

The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.

The Company resumes accounting for the investment under the equity method if the entity

subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.

When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company’s proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital.

The Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets.

In March 2022, the Company entered into a second related limited partnership fund also focusing on highly relevant technologies and start-up companies serving defense and industrial markets.

The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest.

Refer to Note 8—Investments in Companies Accounted for Using the Equity Method for further details.

On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun Savunma Sanayi ve Havacilik Anonim Sirketi (“Toygun”) whereby the Company sold 35 % of the common shares of the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”), to Toygun.

On October 14, 2022, the Company sold an additional 35 % of the common shares of Altoy to Toygun.

As a result of the share sales, the Company decreased its interest in Altoy from 85 % to 15 % and has determined that it no longer controls Altoy.

Therefore, the Company no longer consolidates Altoy in the Company’s consolidated financial statements.

As the Company has the ability to exercise significant influence over the operating and financial policies of Altoy, the Company accounts for the investment as an equity method investment and records its proportion of any gains or losses of Altoy in equity method investments (loss) income, net of tax.

Refer to Note 8— Investments in Companies Accounted for Using the Equity Method for further details.

For investments accounted for using the cost basis, refer to Note 2—Investments for further details.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s CODM, who is the Chief Executive Officer, makes operating decisions, assesses performance and makes resource allocation decisions, including the focus of research and development (“R&D”) and other significant expenses, leading to decisions related to resource allocations in relation to profit and loss.

Accordingly, the Company identifies three reportable segments.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions.

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant estimates made by management include, but are not limited to, valuation of:

inventory, acquired intangibles, goodwill, deferred tax assets and liabilities, useful lives of property, plant and equipment, medical and dental liabilities, warranty liabilities, long-term incentive plan liabilities and estimates of anticipated contract costs and transaction price utilized in the revenue recognition process.

Significant estimates made by management include, but are not limited to, valuation of inventory, acquired intangibles, goodwill, deferred tax assets and liabilities, useful lives of property, plant and equipment, medical and dental liabilities, warranty liabilities, long-term incentive plan liabilities and estimates of anticipated contract costs and transaction price utilized in the revenue recognition process.

Actual results could differ from those estimates.

1 unchanged sentence

Certain prior year amounts have been reclassified to conform to the current year presentation.

Specifically, the Company’s segment disclosures for prior periods have been recast to conform to the adoption of Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

Specifically, the Company’s disaggregated revenue disclosure has been recast to conform to the new disaggregation by operating groups and presentation of capitalized software to be sold in the statement of cash flows has been recast to conform to current year presentation.

Cash Equivalents

7 unchanged sentences

Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date.

Fair Values of Financial Instruments

Fair Values of Financial Instruments Approximating Cost

Fair values of cash and cash equivalents, accounts receivable, unbilled receivables, retentions and accounts payable approximate cost due to the short period of time to maturity.

19 unchanged sentences

At April 30, 2026 and 2025, the retention balances were $ 3,416,000 and $ 746,000 , respectively.

The Company determines the allowance for doubtful accounts based on historical customer experience, age of receivable and other currently available evidence.

The Company determines the allowance for credit losses based on historical customer experience, age of receivable and other currently available evidence.

When a specific account is deemed uncollectible, the account is written off against the allowance.

The allowance for doubtful accounts reflects the Company’s best estimate of expected credit losses over the life of the receivable;

The allowance for credit losses reflects the Company’s best estimate of expected credit losses over the life of the receivable;

such losses have historically been within management’s expectations.

An account is deemed past due based on contractual terms rather than on how recently payments have been received.

Inventories are stated at the lower of cost (using the weighted average costing method) or net realizable value.

Inventories are stated at the lower of cost (using the weighted average costing method and the first in first out or FIFO method) or net realizable value.

Inventory write-offs and write-down provisions are provided to cover risks arising from slow-moving items or technological obsolescence and for market prices lower than cost.

12 unchanged sentences

Additions and betterments to property and equipment are capitalized at cost.

When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative (“SG&A”) in the period incurred with the exception of in-service intelligence, surveillance and reconnaissance (“ISR”) assets which is included in cost of sales in the period incurred.

Following the closure of all of the Company’s contractor-owned, contractor-operated (“COCO”) site locations, in-service ISR assets determined to have an alternate business use were reclassified to machinery and equipment as of April 30, 2023.

When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in other income (expense), net in the period incurred with the exception of in-service intelligence, surveillance and reconnaissance (“ISR”) assets which is included in cost of sales in the period incurred.

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

12 unchanged sentences

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of the acquired business to the respective net tangible and intangible assets.

Acquired intangible assets include technology, backlog, licenses, in-process research and development,

customer relationships, trademarks and tradenames, and non-compete agreements.

Acquired intangible assets include technology, backlog, licenses, customer relationships, in-process research and development, trademarks and tradenames, and non-compete agreements.

The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses.

Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed.

Intangible assets are amortized over their estimated useful lives using the straight-line method which

approximates the pattern in which the economic benefits are consumed.

The estimated useful life for the Company’s intangible assets are as follows:

8 unchanged sentences

As part of the Company’s annual goodwill impairment and identifiable asset test during the fiscal quarter ended April 30, 2025, a decrease in forecasted results of the Uncrewed Ground Vehicles (“UGV”) reporting unit resulted in accelerated intangible amortization expenses of $ 4,258,000 , which was recorded during the three months ended April 30, 2025.

Due to the closure of all the Company’s MUAS COCO sites, the Company revised the estimated useful life for the MUAS customer relationships which resulted in accelerated intangible amortization expenses of $ 34,149,000 during the fiscal year ended April 30, 2023.

Additionally, in conjunction with the goodwill impairment test performed during the year ended April 30, 2023, the remaining intangibles in the MUAS reporting unit were tested for recoverability.

The asset recoverability test did not result in an impairment for the remaining intangibles in the MUAS reporting unit.

Refer to Note 6—Goodwill for further details.

3 unchanged sentences

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

For the impairment test, we first assess qualitative factors, macroeconomic conditions, industry and market considerations, triggering events, cost factors, and overall financial performance, to determine whether it is necessary to perform a quantitative goodwill impairment test.

Alternatively, we may bypass the qualitative assessment for some or all of its reporting units and apply the quantitative impairment test.

For the impairment test, the Company first assesses qualitative factors, macroeconomic conditions, industry and market considerations, triggering events, cost factors, and overall financial performance, to determine whether it is necessary to perform a quantitative goodwill impairment test.

Alternatively, the Company may bypass the qualitative assessment for some or all of its reporting units and apply the quantitative impairment test.

If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).

1 unchanged sentence

These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in the Company’s industry and require the Company to make certain assumptions and estimates regarding industry economic factors and future profitability of its business.

the UGV reporting unit resulting from reduced probability and delays of obtaining certain opportunities as well as an increase in forecast expenditures to support operational decisions identified during the fiscal quarter ended April 30, 2025.

These changes in estimates resulted in the recognition of a goodwill impairment charge of $ 18,359,000 in the UGV reporting unit.

Subsequent to the performance of our annual goodwill impairment test for the fiscal year ended April 30, 2023, in May 2023, a trigger event was identified that indicated that the carrying value of the MUAS reporting unit exceeded its fair value.

Specifically, we received notification that we were not down selected for a U.S.

DoD program of record which resulted in a significant decrease in the projected future cash flows of the MUAS reporting unit.

As a result, we updated our estimates of long-term future cash flows to reflect lower revenue and EBITDA growth rate expectations used in the valuation of the MUAS reporting unit.

These changes in estimates, resulted in the recognition of a goodwill impairment charge of $ 156,017,000 in the MUAS reporting unit recorded during the fiscal year ended April 30, 2023.

As of April 30, 2025, our MUAS reporting unit has a goodwill balance of $ 135,773,000 .

During the most recent annual impairment test during the fourth quarter of fiscal year 2025, the estimated fair value of all reporting units, other than UGV, substantially exceeded their carrying value.

In January 2026, a stop-work order was received on the Company’s Other Transaction Agreement (“OTA”) for the delivery of BADGER phased array antenna systems to support Space Force’s SCAR program.

Additionally, in March 2026, the customer terminated the agreement for convenience.

The Company concluded that the stop-work order represented a trigger event that indicated the carrying value of the Space reporting unit exceeded its fair value.

As a result, the Company updated the estimates of the long-term cash flows of the Space reporting unit to reflect the reduced revenue associated with the stop-work order and termination for convenience as well as an increase in expected research and development and capital investments to achieve product commercialization, which is expected to result in expanded opportunities and improve long term product margins.

The changes in estimates resulted in the recognition of a goodwill impairment charge of approximately $ 240,708,000 in the Space reporting unit.

Due to the trigger event, the Company also performed a recoverability test on the long-lived assets, inclusive of the intangibles, of the Space reporting unit for impairment in accordance with ASC 360.

The undiscounted cash flows exceeded the carrying value and no impairment was recorded.

As of April 30, 2026, our Space reporting unit has a goodwill balance of approximately $ 291,000,000 .

During the Company’s annual impairment test during the fiscal quarter ended April 30, 2025, the Company determined the carrying value of the UGV reporting unit exceeded its fair value due to a decrease in forecasted results of the UGV reporting unit resulting from reduced probability and delays of obtaining certain opportunities as well as an increase in forecast expenditures to support operational decisions identified during the fiscal quarter ended April 30, 2025.

These changes in estimates resulted in a full impairment and the recognition of a goodwill impairment charge of $ 18,359,000 in the UGV reporting unit.

During the most recent annual impairment test during the fourth quarter of fiscal year 2026, the estimated fair value of all reporting units with goodwill from acquisitions in previous years substantially exceeded their carrying value.

The reporting units from the BlueHalo acquisition and the acquisition of Empirical Systems Aerospace, Inc.

(“ESAero”) were recently recorded at estimated fair value during the fiscal year ended April 30, 2026 and, other than the Space unit, no triggering event for goodwill impairment was since identified.

The estimates and assumptions used to determine the fair value of our reporting units are highly subjective in nature.

Actual results can be materially different from the estimates and assumptions.

If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the carrying amounts, we could recognize future impairment charges, the amount of which could be material.

If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the carrying amounts, the Company could recognize future impairment charges, the amount of which could be material.

Product Warranty

1 unchanged sentence

Product warranty reserves are recorded in other current liabilities.

Warranties are provided on certain contracts but do not typically provide for services beyond standard assurances.

As such, warranties are in general not considered to be separate performance obligations.

The majority of warranties provided do not provide for services beyond standard assurances.

However, certain warranties are considered to be separate performance obligations.

Accrued Sales Commissions

4 unchanged sentences

As of April 30, 2026 and 2025, the Company estimated and recorded a self-insurance liability in wages and related accruals of approximately $ 4,343,000 and $ 1,559,000 , respectively.

Employee Savings Plan

The Company has an employee 401(k) savings plan covering all eligible employees.

The Company expensed approximately $ 29,137,000 , $ 9,679,000 and $ 8,554,000 in contributions to the plan for the years ended April 30, 2026, 2025 and 2024, respectively.

Interest Expense, net

Interest expense, net includes interest expense and interest income.

Interest expense for the fiscal year ended April 30, 2026 was $ 24,197,000 .

Interest expense includes interest charges from the Credit Facilities as well as the amortization of debt issuance costs for the issuance of the Convertible Notes and the Fourth Amendment to the Credit Agreement, which upon effectiveness of the Amended Credit Agreement, the Company drew $ 225,000,000 from the amended Revolving Facility and the full $ 700,000,000 of the Term Loan Facility.

Interest income for the fiscal year ended April 30, 2026 was $ 18,581,000 .

Interest income includes interest income earned on available-for-sale debt securities.

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future.

4 unchanged sentences

Where applicable, associated interest and penalties are also recorded.

The Company records a deferred tax asset for acquisition-related costs incurred

for an acquisition that closes in a subsequent reporting period.

The Company records a deferred tax asset for acquisition-related costs incurred for an acquisition that closes in a subsequent reporting period.

The Company reevaluates the deferred tax asset in the period the acquisition closes and reverses the deferred tax asset to tax expense for deductible expenses.

5 unchanged sentences

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the customers.

These contracts may be firm fixed price (“FFP”), cost plus fixed fee (“CPFF”), or time and materials (“T&M”).

These contracts may be firm fixed price (“FFP”), cost-plus-fixed fee, cost-plus-award fee, and cost-plus-incentive fee (“Cost Plus”), or time and materials (“T&M”).

The Company considers all such contracts to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

4 unchanged sentences

For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its observable standalone selling price for products and services.

When the standalone selling price is not directly observable, the Company uses its best estimate of the standalone selling price of each distinct good or service in the contract using the cost plus reasonable margin approach.

When the standalone selling price is not directly observable, the Company uses its best estimate of the standalone selling price of each distinct

good or service in the contract using the cost plus reasonable margin approach.

This approach estimates the Company’s expected costs of satisfying the performance obligation and then adds an appropriate margin for that distinct good or service.

3 unchanged sentences

The contractual right to payment is generally supported by termination for convenience clauses that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process.

Revenue for Loitering Munitions Systems (“LMS”) product deliveries, customization of UGV transport vehicles and customer-funded R&D contracts is recognized over time as costs are incurred.

Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs and maintenance, training, engineering design, development and prototyping activities and technical support services.

Product revenue for certain Precision Strike products including LMS, Space, Directed Energy and Cyber and Mission Solutions product deliveries and customization of UGV transport vehicles is recognized over time as costs are incurred.

Contract services revenue is recognized over time and composed of revenue recognized on contracts for the provision of services, including repairs and maintenance, training, engineering design, development and prototyping activities, technical support services, ISR services, and customer-funded R&D contracts.

Contract services revenue is recognized over time as services are rendered.

Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress.

Contract services revenue, including ISR services, is recognized over time as services are rendered.

The Company elected the right to invoice practical expedient in which if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, such as flight hours for ISR services, the entity may recognize revenue in the amount to which the entity has a right to invoice.

Training services are recognized over time using an output method based on days of training completed.

Certain contract services revenue is recognized over time as services are rendered.

The Company elected the right to invoice practical expedient in which if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice.

Certain training services are recognized over time using an output method based on days of training completed.

LMS product revenue is currently recognized over time as the product is considered to not have alternative use as the U.S.

government is the only current customer including FMS sales.

Once LMS products receive a DCS contract, which is expected during fiscal year 2027, the products are considered to have alternative use and revenue will be recognized at a point in time.

For performance obligations satisfied over time, revenue is generally recognized using costs incurred to date relative to total estimated costs at completion to measure progress.

2 unchanged sentences

For performance obligations which are not satisfied over time per the aforementioned criteria above, revenue is recognized at the point in time in which each performance obligation is fully satisfied.

The Company’s UxS product sales revenue is primarily composed of revenue recognized on contracts for the delivery of UxS systems and spare parts.

The Company’s product sales revenue is primarily composed of revenue recognized on contracts for the delivery of UAS, UGV, UUV, IAMD, and EW systems and spare parts, respectively.

Revenue is recognized at the point in time when control transfers to the customer, which generally occurs when title and risk of loss have passed to the customer.

On April 30, 2026, the Company had approximately $ 1,176,192,000 of remaining performance obligations under contracts with its customers, which the Company also refers to as backlog.

The Company currently expects to recognize approximately 90 % of the remaining performance obligations as revenue in fiscal 2026 , an additional 9 % in fiscal 2027 and the remaining thereafter .

The Company currently expects to recognize approximately 85 % of the remaining performance obligations as revenue in fiscal 2027 , an additional 15 % in fiscal 2028 and thereafter.

The Company collects sales, value add, and other taxes concurrent with revenue producing activities, which are excluded from revenue when they are both imposed on a specific transaction and collected from a customer.

Contract Estimates

Accounting for contracts and programs primarily with a duration of less than six months involves the use of various techniques to estimate total contract revenue and costs.

Accounting for contracts and programs involves the use of various techniques to estimate total contract revenue and costs.

For long-term contracts, the Company estimates the total expected costs to complete the contract and recognizes revenue based on the percentage of costs incurred at period end.

12 unchanged sentences

The Company records forward loss reserves when the total estimated costs to complete the contracts are in excess of the total remaining consideration of the contracts.

No adjustment on the forward loss reserve for any one contract was material to the Company’s consolidated financial statements for the fiscal years ended April 30, 2025, 2024 or 2023.

As of April 30, 2026, one IAMD contract had a forward loss reserve of $ 3,889,000 due to increase estimated costs to complete the project.

No other individual contract in the forward loss reserve was material to the Company’s consolidated financial statements for the fiscal years ended April 30, 2026, 2025 or 2024.

The impact of adjustments in contract estimates on the Company’s operating earnings can be reflected in either operating costs and expenses or revenue.

The aggregate impact of adjustments in contract estimates on revenue related to

performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of $ 6,002,000 and $ 5,408,000 for the years ended April 30, 2025 and 2024, respectively, and not significant for the year ended April 30, 2023.

The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease to revenue of $( 2,557,000 ) for the year ended April 30, 2026 and an increase to revenue of $ 6,002,000 , and $ 5,408,000 for the years ended April 30, 2025, and 2024, respectively.

For the year ended April 30, 2026, the Company had two individual contracts with material adjustments.

One Cyber and Mission Solutions contract had an adjustment due to revised estimates of the total expected costs to complete contracts, which decreased revenue by approximately $( 3,091,000 ).

One Space and Directed Energy contract had a favorable adjustment due to lower expected costs and an increase in profitability which increased revenue by approximately $ 6,659,000 .

During the year ended April 30, 2025, the Company definitized four LMS undefinitized contract actions, which resulted in a cumulative catch-up revenue adjustment of $ 9,870,000 increase to revenue, and eight LMS unpriced change orders, which resulted in a cumulative catch-up revenue adjustment of $ 2,177,000 increase to revenue.

The Company also revised estimates of the total expected costs to complete contracts, including one LMS contract which decreased revenue by approximately $ 2,874,000 .

During the year ended April 30, 2024, the Company revised estimates of the total expected costs to complete contracts, including two LMS contracts which increased revenue by approximately $ 2,672,000 .

During the year ended April 30, 2023, the Company revised its estimates of the total expected costs to complete contracts, including one LMS contract which decreased revenue by approximately $ 1,898,000 .

The Company also had one LMS contract with a material adjustment due to revised estimates of the total expected costs to complete contracts, which decreased revenue by approximately $ 2,874,000 .

During the year ended April 30, 2024, the Company had two LMS contracts with a material adjustment due to revised estimates of the total expected costs to complete contracts, which increased revenue by approximately $ 2,672,000 .

Revenue by Category

The following tables present the Company’s revenue disaggregated by segment, contract type, customer category and geographic location (in thousands):

The following tables present the Company’s revenue disaggregated by operating group, contract type, customer category and geographic location (in thousands):

Year Ended April 30,

Revenue by segment

Revenue by operating group

Uncrewed Aircraft Systems

Precision Strike and Defense Systems

Space and Directed Energy

Cyber and Mission Solutions

Total revenue

21 unchanged sentences

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits on the consolidated balance sheets.

In the Company’s services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, which is generally monthly, or upon the achievement of contractual milestones.

In the Company’s services

contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, which is generally monthly, or upon the achievement of contractual milestones.

Generally, billing occurs subsequent to revenue recognition, resulting in contract assets recorded in unbilled receivables and retentions on the consolidated balance sheets.

10 unchanged sentences

The assets related to costs to fulfill contracts with customers are capitalized and amortized over the period the related performance obligations are satisfied.

As of April 30, 2025, the Company’s costs to fulfill were 1,948,000 .

As of April 30, 2024, the Company had no costs to fulfill future performance obligations on contracts considered to be probable of occurrence.

As of April 30, 2026 and 2025, the Company’s costs to fulfill were $ 0 and $ 1,948,000 , respectively.

Stock-Based Compensation

13 unchanged sentences

Customer-funded R&D costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications.

These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed.

These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services

are performed.

Revenue from customer-funded R&D was $ 240,889,000 , $ 78,491,000 and $ 82,104,000 for the years ended April 30, 2026, 2025 and 2024, respectively.

11 unchanged sentences

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses.

For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense.

For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records the incentive as a reduction to fixed lease payments thereby reducing rent expense.

For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease.

1 unchanged sentence

The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease.

Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

4 unchanged sentences

Foreign currency transaction gains and losses are charged or credited to earnings as incurred.

For the fiscal years ended April 30, 2025, 2024 and 2023, foreign currency transaction losses that are included in other expense, net in the accompanying consolidated statements of income (loss) were $ 491,000 , $ 22,000 , and $ 119,000 , respectively.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed using the weighted-average number of common shares outstanding and excludes any anti-dilutive effects of options, restricted stock and restricted stock units.

The dilutive effect of potential common shares outstanding is included in diluted earnings (loss) per share.

For the fiscal years ended April 30, 2026, 2025 and 2024, foreign currency transaction losses that are included in other income (expense), net in the accompanying consolidated statements of (loss) income were $ 102,000 , $ 491,000 , and $ 22,000 , respectively.

(Loss) Earnings Per Share

Basic (loss) earnings per share are computed using the weighted-average number of common shares outstanding and excludes any anti-dilutive effects of options, restricted stock and restricted stock units.

The dilutive effect of potential common shares outstanding is included in diluted (loss) earnings per share.

The reconciliation of diluted to basic shares is as follows:

Year Ended April 30,

Net income (loss) attributable to AeroVironment, Inc.

Net (loss) income attributable to AeroVironment, Inc.

( 265,122,000 )

5 unchanged sentences

Due to the net loss for the fiscal year ended April 30, 2026, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.

The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 393 , 1,000 and 146,000 for the years ended April 30, 2025, 2024 and 2023, respectively.

The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 344,578 ;

393 and 1,000 for the years ended April 30, 2026, 2025 and 2024, respectively.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07.

ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses reported to the CODM.

ASU 2023-07 also requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.

Effective April 30, 2025, the Company adopted the ASU 2023-07.

ASU 2023-07 was adopted retrospectively and the required disclosures are made for all periods presented.

The Company adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 requires updates to the rate reconciliation, income taxes paid and other disclosures.

The new standard is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

ASU 2023-09 is adopted retrospectively.

Effective April 30, 2026, the Company adopted the ASU 2023-09.

The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

The Company’s adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements but did result in additional disclosures in the notes to the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

The Company is evaluating the potential impact of this adoption on our consolidated financial statements.

The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements;

however, the ASU will result in additional disclosures in the notes to our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which better aligns the accounting guidance to how software is developed by eliminating project stages from capitalization criteria.

The new standard is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods.

The standard allows for prospective, modified, or retrospective transition.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this new pronouncement.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (“ASU 2025-11”), which is intended to improve the navigability of required interim disclosures and clarify when that guidance is applicable, and also to provide additional guidance on what disclosures should be provided in interim reporting periods.

The new standard is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods.

The standard allows for prospective or retrospective transition.

Early adoption is permitted.

The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

Investments consist of the following:

Short-term investments:

(In thousands)

Available-for-sale securities:

government securities

Corporate securities

Total short-term investments

Long-term investments:

Available-for-sale securities:

government securities

Corporate securities

Investments at cost

Equity securities and warrants

4 unchanged sentences

Total long-term investments

Equity Securities

Equity securities and warrants are measured at fair value with net unrealized losses from changes in the fair value recognized in other expense, net.

April 30, 2025

Available-For-Sale Securities

As of April 30, 2026, the balance of available-for-sale securities consisted of U.S.

government securities and high-grade corporate bonds.

Interest earned from these investments is recorded in interest expense, net.

Realized gains on sales of these investments on the basis of specific identification are recorded in interest expense, net.

As of April 30, 2025, the company held no available-for-sale securities.

The following table is a summary of the activity related to the available-for-sale investments recorded in short-term and long-term investments as of April 30, 2026 (in thousands):

April 30, 2026

Corporate securities

government securities

Total available-for-sale securities

Equity Securities

On September 12, 2022, the Company invested $ 5,000,000 and acquired 500,000 shares and 500,000 privately placed, redeemable warrants of Amprius Technologies, Inc.

On April 16, 2026, the Company sold 500,000 shares for $ 9,350,000 , net of commission and fee, and on April 22, 2026, the Company exercised its right to redeem the warrants for 500,000 shares at an exercise of $ 12.50 for $ 6,250,000 and sold the received 500,000 shares on April 29, 2026 for $ 9,824,000 .

Equity securities and warrants are measured at fair value with net unrealized gains (losses) from changes in the fair value recognized in other income (expense), net.

Year Ended April 30,

Net gain (loss) recognized during the period on equity securities

Net loss recognized during the period on equity securities sold during the period

Net gain recognized during the period on equity securities sold during the period

Unrealized gain (loss) recognized during the period on equity securities still held at the reporting date

Investments Measured at Cost

On December 22, 2025, the Company invested $ 3,000,000 in a privately-held technology company through Simple Agreement for Future Equity (“SAFE”) arrangement.

The SAFE provides the Company with the right to receive equity in the issuing company upon the occurrence of certain future events, including a qualifying equity financing or a liquidity event.

The Company measures the investment at cost, less any impairment and are recorded in long-term investments and included in Equity securities and warrants line in the investments table above.

On April 13, 2026, the Company invested $ 5,000,000 in a privately-held technology company through a convertible promissory note.

The note bears interest at 4.03 % annually, matures in 3 years , automatically converts into preferred equity upon a qualified financing event subject to a conversion discount, optional conversion into preferred equity upon a non-qualified financing event subject to a conversion discount, or optional conversion into preferred equity absent subsequent financing without a conversion discount.

Fair Value Measurements

9 unchanged sentences

identical assets

Equity securities

Available-for-sale securities

The Company had no financial liabilities measured at fair value on a recurring basis at April 30, 2026.

6 unchanged sentences

The Company had no financial liabilities measured at fair value on a recurring basis at April 30, 2025.

On September 12, 2022, the Company invested $ 5,000,000 and acquired 500,000 shares and 500,000 privately placed, redeemable warrants of Amprius Technologies, Inc.

The privately placed, redeemable warrants have an exercise price of $ 12.50 and redemption price of $ 20.00 .

The Company measures the fair value of the privately placed, redeemable warrants using the quoted market price of the public warrants which have an exercise price of $ 11.50 and a redemption price of $ 18.00 and classifies the warrants as a level 2 fair value measurement.

On September 9, 2022, the Company acquired 10,000 shares of Nauticus Robotics, Inc.

for $ 100,000 .

Inventories, net

17 unchanged sentences

Intangibles, net

The Company tests identifiable intangible assets and goodwill for impairment in the fourth quarter of each fiscal year unless there are interim indicators that suggest that it is more likely than not that either the identifiable intangible assets or goodwill may be impaired.

The weighted average amortization period at April 30, 2025 and 2024 was three years .

The weighted average amortization period at April 30, 2026 and 2025 was 6 years .

Amortization expense for the years ended April 30, 2026, 2025 and 2024 was $ 203,984,000 , $ 23,391,000 and $ 17,954,000 , respectively.

As part of the Company’s annual goodwill impairment and identifiable assets test during the fiscal quarter ended April 30, 2025, a decrease in forecasted results of the UGV reporting unit resulted in accelerated intangible amortization expenses of $ 4,258,000 , which was during the three months ended April 30, 2025.

Due to the closure of all of the Company’s MUAS COCO sites during the three months ended April 30, 2023, we revised the estimated useful life for MUAS customer relationships which resulted in accelerated intangible amortization expenses of $ 34,149,000 during the fiscal year ended April 30, 2023.

Additionally, in conjunction with the goodwill impairment test performed during the year ended April 30, 2023, the remaining intangibles in the MUAS reporting unit were tested for recoverability.

The asset recoverability test did not result in an impairment recorded for the remaining intangibles in the MUAS reporting unit.

In January 2026, a stop-work order was received on the Company’s OTA for the delivery of BADGER phased array antenna systems to support Space Force’s Satellite Communication Augmentation Resource (“SCAR”) program.

Additionally, in March 2026, the customer terminated the agreement for convenience.

The Company concluded that the stop-work order represented a trigger event that indicated the carrying value of the Space reporting unit exceeded its fair value.

Due to the trigger event, the Company performed a recoverability test on the long-lived assets of the Space reporting unit, inclusive of the intangibles, for impairment in accordance with ASC 360.

The undiscounted cash flows exceeded the carrying value and no impairment was recorded for long-lived assets.

As part of the Company’s annual goodwill impairment and identifiable assets test during the fiscal quarter ended April 30, 2025, a decrease in forecasted results of the UGV reporting unit resulted in accelerated intangible amortization expenses of $ 4,258,000 , or loss per diluted share of $ 0.12 , which was during the three months ended April 30, 2025.

Refer to Note 6—Goodwill for further details.

Technology, customer relationship and tradename intangibles were recognized in conjunction with the Company’s acquisition of Tomahawk on September 15, 2023.

Technology and backlog intangible assets were recognized in conjunction with the Company’s acquisition of Planck on August 17, 2022.

Customer relationships, backlog, technology, non-compete agreements, and tradename intangibles were recognized in conjunction with the Company’s acquisition of ESAero on March 16, 2026.

Technology, backlog and customer relationships intangibles were recognized in conjunction with the Company’s acquisition of Blue Halo on May 1, 2025.

Refer to Note 19—Business Acquisitions for further details.

1 unchanged sentence

The following table presents the changes in the Company’s goodwill balance (in thousands):

Balance at April 30, 2024

Accumulated impairment losses

Change to goodwill

Impairment of goodwill

Balance at April 30, 2025

Additions to goodwill

Impairment to goodwill

Accumulated impairment losses

1 unchanged sentence

Accumulated impairment losses

Additions to goodwill

Change to goodwill

Balance at April 30, 2024

Change to goodwill

Impairment of goodwill

Accumulated impairment losses

Balance at April 30, 2025

The AxS segment includes goodwill from the acquisitions of ESAero, Pulse Aerospace, LLC, Arcturus UAV, Inc., Telerob Gesellschaft für Fernhantierungstechnik mbH (“Telerob”), which has since been fully impaired, Planck Aerosystems, Inc., Tomahawk Robotics, Inc.

(“Tomahawk”), certain reporting units from BlueHalo and includes goodwill from the purchase of certain assets of Intelligent Systems Group business segment of Progeny Systems Corporation.

The SCDE segment includes goodwill from certain reporting units from BlueHalo.

During the fiscal year ended April 30, 2026, the additions relate to the BlueHalo and ESAero acquisitions.

Refer to Note 19—Business Acquisitions for further details.

The impairment during the fiscal year ended April 30, 2026 relates to the impairment of the Space reporting unit.

In January 2026, a stop-work order was received on the Company’s Other Transaction Agreement for the delivery of BADGER phased array antenna systems to support Space Force’s SCAR program.

Additionally, in March 2026, the customer terminated the agreement for convenience.

The Company concluded that the stop-work order represented a trigger event that indicated the carrying value of the Space reporting unit exceeded its fair value.

The changes in estimates resulted in the recognition of a goodwill impairment charge of approximately $ 240,708,000 in the Space reporting unit.

During the fiscal year ended April 30, 2025, the change to goodwill in AxS is attributable to the translation of the goodwill related to the Telerob Acquisition, which was recorded in Euros and translated to dollars at each reporting date and was fully impaired during the fiscal year ended April 30, 2025.

The impairment relates to the impairment of the UGV reporting unit.

The changes in estimates resulted in the recognition of a goodwill impairment charge of $ 18,359,000 in the UGV reporting unit.

The addition during the fiscal year ended April 30, 2024 to the UxS segment relates to the Tomahawk Acquisition.

The change to goodwill during the fiscal years ended April 30, 2025 and 2024 in UxS is attributable to the translation of the goodwill related to the Telerob Acquisition, which was recorded in Euros and translated to dollars at each reporting date.

Refer to Note 21—Business Acquisitions for further details.

Subsequent to the performance of the Company’s annual goodwill impairment and identifiable asset test for the fiscal year ended April 30, 2023, in May 2023, a trigger event was identified that indicated that the carrying value of the MUAS reporting unit exceeded its fair value.

Specifically, the Company received notification that it was not down selected for a U.S.

DoD program of record which resulted in a significant decrease in the projected future cash flows of the MUAS reporting unit.

As a result, the Company updated its estimates of long-term future cash flows to reflect lower revenue and EBITDA growth rate expectations used in the valuation of the MUAS reporting unit.

These changes in estimates resulted in the recognition of a goodwill impairment charge of $ 156,017,000 in the MUAS reporting unit.

The reporting units from the BlueHalo and ESAero acquisitions were recently recorded at estimated fair value during the fiscal year ended April 30, 2026 and, other than the Space unit, no triggering event for goodwill impairment was since identified.

Property and Equipment, net

11 unchanged sentences

Depreciation expense for the years ended April 30, 2026, 2025 and 2024 was $ 35,830,000 , $ 17,063,000 and $ 17,098,000 , respectively.

During the fiscal year ended April 30, 2023, the Company recorded accelerated the depreciation of $ 16,597,000 related to in-service ISR assets associated with the closure of all of the Company’s MUAS COCO sites.

The Company reclassified certain in-service ISR assets determined to have an alternate business use to machinery and equipment.

At April 30, 2025 and 2024, the reclassified assets had a carrying value of $ 1,486,000 and $ 1,979,000 , respectively.

Investments in Companies Accounted for Using the Equity Method

2 unchanged sentences

Under the terms of the limited partnership agreement, the Company contributed a total of $ 10,000,000 during the fiscal years ended April 30, 2021 and 2022, and there were no further contribution commitments to this fund as of April 30, 2022.

In March 2022, the Company entered into a limited partnership agreement with a second limited partnership fund also focusing on highly relevant technologies and start-up companies serving defense and industrial markets.

Under the terms of the limited partnership agreement, the Company is committed to contributions totaling $ 20,000,000 over an expected five year period.

During the fiscal year ended April 30, 2026 the Company received a distribution of $ 528,000 .

In March 2022, the Company entered into a similar second limited partnership fund and committed to contributions totaling $ 20,000,000 over an expected five year period.

During the fiscal years ended April 30, 2026, 2025 and 2024, the Company made total contributions of $ 4,543,000 , $ 5,674,000 and $ 3,074,000 , respectively.

Under the terms of the limited partnership agreement, the Company has committed to make additional capital contributions of $ 931,000 to the fund expected to be paid over the next two fiscal years.

In May 2026, the Company entered into a third similar limited partnership and committed to contributions totaling $ 20,000,000 over an expected five year period.

The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest.

1 unchanged sentence

At April 30, 2026 and 2025, the carrying value of the investment in the limited partnership of $ 51,880,000 and $ 30,423,000 , respectively, was recorded in available-for-sale long-term investments.

Investment in Altoy

On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun whereby the Company sold 35 % of the common shares of Altoy to Toygun.

On October 14, 2022, the company sold an additional 35 % of the common shares of Altoy to Toygun.

As a result of the sales, the Company decreased its interest in Altoy from 85 % to 15 %.

The Company no longer controls Altoy, and therefore, has deconsolidated Altoy in the Company’s consolidated financial statements, which resulted in a loss of $ 189,000 during the fiscal year ended April 30, 2023.

The Company maintains significant influence, accounts for its investment in Altoy as an equity method investment and records its proportion of any gains or losses of Altoy in equity method investment (loss) income, net of tax.

For the fiscal

year ended April 30, 2025 and 2024, the Company’s proportion of the net income of Altoy for the Company’s ownership was $ 21,000 and $ 108,000 , respectively.

For the fiscal year ended April 30, 2023, the Company’s proportion of the net income of Altoy for the Company’s ownership was not significant.

At April 30, 2025 and 2024, the carrying values of the investment in Altoy of $ 173,000 and $ 152,000 , respectively, was recorded in other assets on the consolidated balance sheets.

Warranty Reserves

4 unchanged sentences

Warranty expense

Change in estimate

Warranty costs settled

Ending balance

Employee Savings Plan

The Company has an employee 401(k) savings plan covering all eligible employees.

The Company expensed approximately $ 9,679,000 , $ 8,554,000 and $ 6,994,000 in contributions to the plan for the years ended April 30, 2025, 2024 and 2023, respectively.

In connection with the consummation of the Arcturus Acquisition on February 19, 2021, the Company, as borrower, and Arcturus, as guarantor, entered into a Credit Agreement with certain lenders, letter of credit issuers, Bank of America, N.A., as the administrative agent and the swingline lender, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., and U.S.

1 unchanged sentence

The Credit Agreement and its associated Security and Pledge Agreement set forth the terms and conditions for (i) a five-year $ 100,000,000 revolving credit facility, which included a $ 10,000,000 sublimit for the issuance of standby and commercial letters of credit (the “Revolving Facility”), and (ii) a five-year amortized $ 200,000,000 term A loan drawn in full upon execution (the “Term Loan Facility”, and together with the Revolving Facility, the “Credit Facilities”).

The Term Loan Facility required payment of 5 % of the outstanding obligations in each of the first four loan years, consisting of three quarterly payments of 1.25 % each, with the remaining 80 % outstanding principal amount of the Term Loan Facility due and payable on the final maturity date.

Proceeds from the Term Loan Facility were used in part to finance a portion of the cash consideration for the Arcturus Acquisition.

Borrowings under the Revolving Facility may be used for working capital and other general corporate purposes.

The Credit Agreement includes certain financial maintenance covenants, requiring that (x) the Consolidated Leverage Ratio (as defined in the Credit Agreement) shall not be more than 3.00 to 1.00 as of the end of any fiscal quarter and (y) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) shall not be less than 1.25 to 1.00 as of the end of any fiscal quarter.

On February 4, 2022, the Company entered into a First Amendment to Credit Agreement and Waiver relating to its existing Credit Agreement (the “First Amendment to Credit Agreement”).

The First Amendment to Credit Agreement waives any event of default that may have occurred as a result of the potential failure by the Company to comply with the consolidated leverage ratio covenant set forth in the Credit Agreement for the fiscal quarter ended January 29, 2022.

In addition, the parties amended the maximum permitted Consolidated Leverage Ratio, such that such ratio may not exceed 4.00 to 1.00 for the Company’s fiscal quarters ended January 29, 2022 and April 30, 2022;

3.50 to 1.00 for any of the Company’s fiscal quarters ending during the period from May 1, 2022 to October 31, 2022;

and 3.00 to 1.00 for any fiscal quarter ending thereafter.

The First Amendment to Credit Agreement also implemented certain secured overnight financing rate (“SOFR”) interest rate mechanics and interest rate reference benchmark replacement provisions in order to effectuate the transition from LIBOR as a reference interest rate.

Following the First Amendment to Credit Agreement, the Company has a choice of interest rates between (a) Term SOFR (with a 0 % floor) plus the Applicable Margin;

or (b) Base Rate (defined as the highest of (a) the Federal Funds Rate plus one-half percent ( 0.50 %), (b) the Bank of America prime rate, and (c) the one (1) month SOFR plus one percent ( 1.00 %)) plus the Applicable Margin.

The Applicable Margin is based upon the Consolidated Leverage Ratio (as defined in the Credit Agreement) and whether the Company elects SOFR (ranging from 1.50 – 2.50 %) or Base Rate (ranging from 0.50 – 1.50 %).

The Company may choose interest periods of one, three or six months with respect to Term SOFR and all such rates will include a 0.10 % SOFR adjustment.

The Company also remains responsible for certain commitment fees from 0.20 – 0.35 % depending on the Consolidated Leverage Ratio, and administrative agent expenses incurred in relation to the Credit Facilities.

In the event of a default, an additional 2 % default interest rate in addition to the applicable rate if specified or the Base Rate plus Applicable Margin if an applicable rate is not specified.

On February 4, 2022, the Company entered into a First Amendment to Credit Agreement and Waiver relating to its existing Credit Agreement.

On June 6, 2023, the Company entered into a Second Amendment to Credit Agreement relating to its existing credit Agreement which increased the sublimit from $ 10,000,000 to $ 25,000,000 .

2 unchanged sentences

The Third Amendment to Credit Agreement provided for an aggregate $ 200,000,000 revolving credit facility, including a $ 25,000,000 sublimit for the issuance of standby and commercial letters of credit, and a $ 10,000,000 sublimit for swingline loans, secured by all assets of the Company and the Guarantors, and extends the maturity date for obligations pursuant to the Credit Agreement to October 4, 2029.

Upon effectiveness of the Third Amendment to Credit Agreement, the Company drew $ 15,000,000 from the amended Revolving Facility and repaid in full all outstanding amounts owed pursuant to the prior Term Loan Facility.

The Third Amendment to Credit Agreement reflects the removal of the Term Loan Facility.

The unamortized debt issuance costs allocated to the Term Loan Facility of $ 590,000 were expensed upon repayment of the Term Loan Facility and recorded in interest expense.

In addition to adding the New Lender and adjusting certain fee schedules, the Third Amendment to Credit Agreement also allowed the Company to incur additional forms of secured and unsecured permitted indebtedness without separate consent of the Administrative Agent and make certain payments related thereto, including certain bilateral letters of credit, supply chain financing transactions, securitization transactions pertaining to its accounts receivable, and issuance of unsecured convertible debt pertaining to its Common Stock (and certain call spread transactions related thereto), subject in each instance to further specified parameters, including aggregate dollar limits on certain activities and satisfaction of ongoing and pro forma financial covenants.

The Third Amendment to Credit Agreement substituted a Consolidated Senior Secured Leverage Ratio for the Consolidated Leverage Ratio required to be maintained under the existing Credit Agreement.

The Consolidated Leverage Ratio became an incurrence test, used to determine whether or not the Company may take certain actions, such as borrowing under the Credit Agreement, making acquisitions, incurring certain unsecured debt, or making payments on junior debt.

In order to take such actions, the Consolidated Leverage Ratio may not exceed 4.00 to 1.0 .

However, the ratio increases to 4.50 to 1.0 during a Leverage Increase Period, covering each of the four fiscal quarters of the Company immediately following the consummation of any qualified acquisition.

The newly added Consolidated Senior Secured Leverage Ratio, measuring the Consolidated Senior Secured Funded Indebtedness, as of a date of determination, to Consolidated EBITDA for the applicable measurement period, shall not exceed 3.00 to 1.0 at the end of any fiscal quarter of the Company, increasing to 3.50 to 1.0 in a Leverage Increase Period.

In each case, no more than one Leverage Increase Period shall be in effect at any time, and the basic ratio levels must be achieved and maintained for at least two fiscal quarters immediately following each Leverage Increase Period prior to giving effect to another Leverage Increase Period.

The requirement for the Consolidated Fixed Charge Coverage Ratio to be no less than 1.25 to 1.0 at the end of any fiscal quarter of the Company remained unchanged in the Third Amendment to Credit Agreement.

The Third Amendment to Credit Agreement removed the requirement that the Company prepay the loans with the proceeds of dispositions of assets or newly incurred debt.

On May 1, 2025, in connection with the consummation of the BlueHalo Acquisition, the Company entered into a Fourth Amendment to Credit Agreement with the lenders, BofA NA, the administrative agent and the swingline lender, JPM, and U.S.

Bank, and Citibank (the “Fourth Amendment to Credit Agreement” and the existing Credit Agreement as amended thereby, the “Amended Credit Agreement”).

The Amended Credit Agreement now provides for an aggregate $ 700,000,000 term loan and an aggregate $ 350,000,000 revolving credit facility, including a $ 25,000,000 sublimit for the issuance of standby and commercial letters of credit, and a $ 10,000,000 sublimit for swingline loans, secured by all assets of the Company and the Guarantors.

Upon effectiveness of the Amended Credit Agreement, the Company drew $ 225,000,000 from the amended Revolving Facility and the full $ 700,000,000 of the Term Loan Facility.

In June 2025, the Company drew an additional $ 10,000,000 under the Revolving Facility.

In July 2025, the Company used approximately $ 965,303,000 of the net proceeds from the Convertible Notes Offering and Common Stock Offering to repay indebtedness under the Term Loan Facility and outstanding borrowings under the Revolving Credit Facility.

Refer to Note 11—Convertible Notes and Note 16—Share Issuances, respectively, for further details.

The unamortized debt issuance costs allocated to the Term Loan Facility of $ 6,668,000 were expensed upon repayment of the Term Loan Facility and recorded as interest expense in the consolidated statements of operations.

The Revolver Facility remains open and available to the Company.

The Company’s ability to borrow under the Revolving Facility is reduced by outstanding letters of credit, which as of April 30, 2026 and 2025 was $ 13,152,000 and $ 9,376,000 , respectively.

of April 30, 2025, approximately $ 160,624,000 was available under the Revolving Facility.

As of April 30, 2026 and 2025, approximately $ 336,848,000 and $ 160,624,000 was available under the Revolving Facility, respectively.

The $ 700,000,000 term loan has been repaid in full and closed;

although new term loans can be renegotiated and issued under the Credit Facility.

Borrowings under the Revolving Facility may be used for working capital and other general corporate purposes, including acquisitions that meet certain parameters.

As of April 30, 2026, the Company was in compliance with all amended covenants.

On May 1, 2025 in connection with the consummation of the BlueHalo Acquisition, the Company entered into a Fourth Amendment to Credit Agreement with the existing lenders, BofA NA, the administrative agent and the swingline lender, JPM, and U.S.

Bank, and Citibank (the “Fourth Amendment to Credit Agreement” and the existing Credit Agreement as amended thereby, the “Amended Credit Agreement”).

Upon effectiveness of the Amended Credit Agreement, the Company drew $ 225,000,000 from the amended Revolving Facility and the full $ 700,000,000 of the Term Loan Facility.

The Term A Loan matures two years after the Closing Date and amortizes at a rate of 5.00 % per annum, with the remaining outstanding principal amount due and payable on the maturity date.

The applicable margin on the Term A Loan is based upon the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and whether the Company elects as its benchmark rate (i) SOFR (in which case, the applicable margin ranges from 1.50 - 2.50 % per annum depending on the Company’s Consolidated Leverage Ratio) plus a credit spread adjustment of 0.10 % or (ii) Base Rate (in which case, the applicable margin ranges from 0.50 - 1.50 % per annum depending on the Company’s Consolidated Leverage Ratio).

Upon the occurrence of an event of default, an additional 2.00 % per annum default interest rate may apply.

Pursuant to the Fourth Amendment to Credit Agreement, the Company is subject to two financial maintenance covenants which require that (i) the Consolidated Senior Secured Leverage Ratio (as defined in the Credit Agreement) not exceed 3.50 to 1.00 as of the end of any fiscal quarter, for the four fiscal quarter following consummation of the BlueHalo Acquisition, and thereafter 3.00 to 1.00 as of the end of any fiscal quarter, and (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) not be less than 1.25 to 1.00 as of the end of any fiscal quarter.

Notwithstanding the foregoing, for the first two fiscal quarters of fiscal year 2026, the Company shall not be required to comply with the Consolidated Senior Secured Leverage Ratio (as defined in the Credit Agreement) covenant, so long as at the end of each such fiscal quarter, the Company’s Consolidated Senior Secured Leverage Ratio does not exceed (i) 3.50 to 1.00 (calculated including certain projected synergies that would not otherwise be included in the definition of “Consolidated EBITDA” (as defined in the Credit Agreement)) and (ii) 3.75 to 1.00.

Long-term debt and the current period interest rates were as follows:

2 unchanged sentences

Revolving credit facility

Less current portion

Total long-term debt, less current portion

Less unamortized debt issuance costs–term loans

Total long-term debt, net of unamortized debt issuance costs–term loans

Convertible notes

Total long-term debt

Less unamortized debt issuance costs–convertible notes

Total long-term debt, net of unamortized debt issuance costs–convertible notes

Unamortized debt issuance costs–revolving credit facility

2 unchanged sentences

(In thousands)

Convertible Notes

In July 2025, the Company entered into an underwriting agreement (the “Note Underwriting Agreement”) with certain underwriters (the “Note Underwriters”) agreeing, subject to customary conditions, to issue and sell $ 650,000,000 aggregate principal amount of the Notes to the Note Underwriters as well as an option, exercisable within 30 days after entering the Note Underwriting Agreement, to purchase up to an additional $ 97,500,000 aggregate principal amount of Notes solely to cover over-allotments.

The Note Underwriters exercised such option to purchase an additional $ 97,500,000 aggregate principal amount of Notes.

The issuance of $ 747,500,000 aggregate principal amount of Notes was completed in July 2025.

The estimated fair value (Level 2) of the zero-coupon convertible note maturing on July 15, 2030 was $ 760,656,000 as of April 30, 2026.

The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness;

(ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes;

(iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including any borrowings under the Company's revolving credit facility;

and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes do not bear regular interest, and the principal amount of the Notes will not accrete.

Special interest will accrue on the Notes upon the occurrence of certain events relating to the Company's failure to file certain SEC reports as provided in the Indenture.

The Notes will mature on July 15, 2030, unless earlier repurchased, redeemed or converted.

Before April 15, 2030, noteholders have the right to convert their Notes only upon the occurrence of certain events.

From and after April 15, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock.

Upon conversion of any Note, the consideration due upon conversion, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 60 consecutive trading days, will be paid in cash up to at least the principal amount of the Notes being converted and the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s

election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the principal amount of the Notes being converted.

The initial conversion rate is 3.1017 shares of the Company's common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 322.40 per share of the Company's common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after July 21, 2028 and on or before the 61st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading day immediately before the date the Company sends such notice.

However, the Company may not redeem less than all of the outstanding Notes unless at least $ 100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers as provided in the Indenture, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The definition in the Indenture of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following:

(i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest on the Notes, will be subject to a 30-day cure period);

(ii) the Company’s failure to send certain notices under the Indenture within specified periods of time;

(iii) the Company's failure to convert a Note in accordance with the Indenture within a specified period of time;

(iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person;

(v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture;

(vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $ 55,000,000 ;

and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest, if any, on all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person.

If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25 % of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days, at a rate per annum equal to 0.25 % of the principal amount of the Notes for the first 180 days on which special interest accrues and, thereafter, at a rate per annum equal to 0.50 % of the principal amount thereof.

The components of lease costs recorded in cost of sales and SG&A expense were as follows (in thousands):

18 unchanged sentences

On September 24, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 Plan”) effective September 24, 2021, for officers, directors, key employees and consultants.

Under the 2021 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance

share awards, performance stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock-based awards, performance bonus awards or performance-based awards may be granted at the discretion of the compensation committee, which consists of outside directors.

Under the 2021 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance share awards, performance stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock-based awards, performance bonus awards or performance-based awards may be granted at the discretion of the compensation committee, which consists of outside directors.

The sum of any cash compensation, or other compensation, and the value of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $ 500,000 , which amount is increased to $ 700,000 in the fiscal year of a non-employee director’s initial year of service as a non-employee director.

1 unchanged sentence

Vesting of awards is established at the time of grant.

On January 14, 2007, the stockholders of the Company approved the 2006 Equity Incentive Plan (“2006 Plan”) effective January 21, 2007, for officers, directors, key employees and consultants.

The prior plan, the 2006 Equity Incentive Plan (“2006 Plan”), was approved by the stockholders of the Company on January 14, 2007 and effective January 21, 2007 for officers, directors, key employees and consultants.

On September 29, 2011, the stockholders of the Company approved an amendment and restatement of the 2006 Plan (“Restated 2006 Plan”).

Under the Restated 2006 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance share awards, performance stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock-based awards, performance bonus awards or performance-based awards may be granted at the discretion of the compensation committee, which consists of outside directors.

A maximum of 4,884,157 shares of stock may be issued pursuant to awards under the Restated 2006 Plan.

The maximum number of shares of common stock with respect to one or more awards that may be granted to any one participant during any twelve month period is 2,000,000 .

A maximum of $ 5,000,000 may be paid in cash to any one participant as a performance-based award during any twelve month period.

The exercise price for any incentive stock option shall not be less than 100 % of the fair market value on the date of grant.

Vesting of awards is established at the time of grant.

The Restated 2006 Plan expired in July 2021.

3 unchanged sentences

Subject to adjustments for changes in the Company’s capitalization and certain corporate transactions, the total number of shares available for issuance under the 2023 ESPP is 1,000,000 shares of common stock.

As of April 30, 2025, 14,598 shares have been issued under the 2023 ESPP.

For the fiscal years ended April 30, 2026 and 2025, 27,737 and 14,598 shares have been issued under the 2023 ESPP, respectively.

The fair value of the grants under the 2023 ESPP was estimated at the grant date using an option pricing model.

12 unchanged sentences

The expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

Information related to the stock option plans at April 30, 2025, 2024 and 2023, and for the years then ended is as follows:

As of April 30, 2025, no stock options were outstanding.

Information related to the stock option plans at 2025 and 2024, and for the years then ended is as follows:

Restated 2006 Plan

8 unchanged sentences

Outstanding at April 30, 2025

Options granted

Options exercised

Options canceled

Outstanding at April 30, 2025

Options exercisable at April 30, 2025

No options were granted during the fiscal years ended April 30, 2026, 2025 and 2024.

The total intrinsic value of all options exercised during the years ended April 30, 2025 and 2024 was approximately $ 7,312,000 , and $ 0 , respectively.

The intrinsic value of all options outstanding and exercisable at April 30, 2025 and 2024 was $ 0 and $ 8,732,000 , respectively.

The Company had zero non-vested stock options as of April 30, 2025 and 2024 and the years then ended, respectively.

Proceeds from all option exercises under all stock option plans for the years ended April 30, 2025 and 2024

were approximately $ 1,841,000 and $ 0 , respectively.

The intrinsic value of all options outstanding and exercisable at both April 30, 2026 and 2025 was $ 0 .

As of April 30, 2026, there was approximately $ 22,910,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the equity plans.

That cost is expected to be recognized over an approximately two-year period or a weighted average period of approximately 2.0 years.

No options were granted during the fiscal years ended April 30, 2025, 2024 and 2023.

The total fair value of shares vesting during the years ended April 30, 2026, 2025 and 2024 was $ 9,544,000 , $ 8,543,000 and $ 6,170,000 , respectively.

Proceeds from all option exercises under all stock option plans for the years ended April 30, 2025, 2024 and 2023 were approximately $ 1,841,000 , $ 0 and $ 2,278,000 , respectively.

The tax benefit realized from stock-based compensation was $ 11,080,000 , $ 6,984,000 and $ 0 for the fiscal years ended April 30, 2026, 2025, and 2024, respectively.

Information related to the Company’s restricted stock awards at April 30, 2026 and for the year then ended is as follows:

Restated 2006 Plan

Unvested stock at April 30, 2025

3 unchanged sentences

Information related to the Company’s restricted stock units at April 30, 2026 and for the year then ended is as follows:

Restated 2021 Plan

Restated 2006 Plan

Unvested stock at April 30, 2025

3 unchanged sentences

Long-Term Incentive Awards

During the three months ended July 27, 2024, the Company granted awards under the 2021 Plan to key employees (“Fiscal 2025 LTIP”).

Awards under the Fiscal 2025 LTIP consist of:

(i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2025, July 2026 and July 2027, and (ii) performance-based restricted stock units (“PRSUs”), which vest based on the Company’s achievement of revenue and non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) targets for the three-year period ending April 30, 2027.

At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100 % for each such metric.

Threshold achievement levels for which the PRSUs would vest at 50 % for each such metric and maximum achievement levels for which such awards would vest at 250 % for each such metric were also established.

The Company grants awards as a long-term incentive plan (“LTIP”) under its 2021 Plan to key employees.

These awards consist of:

(i) time-based restricted stock awards and time-based restricted stock units, which vest in three equal tranches, and (ii) performance-based restricted stock units (“PRSUs”), which vest based on the Company’s achievement of revenue and non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) targets for a three-year period.

At the award date, target achievement levels, threshold achievement levels and maximum achievement levels for each of the financial performance metrics were established for which the PRSUs would vest at 100 %, 50 % and 250 % for each such metric, respectively.

The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and non-GAAP adjusted EBITDA targets for the performance period.

Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock.

During the fiscal year ended April 30, 2025, the Company recorded $ 3,134,000 of compensation expense related to the Fiscal 2025 LTIP.

During the three months ended August 2, 2025, the Company granted LTIP awards (the “Fiscal 2026 LTIP”).

The time-based restricted stock awards and time-based restricted stock units vest in equal tranches in July 2026, July 2027 and July 2028.

The PRSUs vest based on the Company’s achievement of the financial performance metrics targets for the three-year period ending April 30, 2028.

During the fiscal year ended April 30, 2026 the Company recorded

$ 7,067,000 o f compensation expense related to the Fiscal 2026 LTIP, respectively.

At April 30, 2026, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2026 LTIP is $ 30,311,000 .

During the three months ended July 29, 2023, the Company granted awards under its 2021 Plan to key employees (“Fiscal 2024 LTIP”).

Awards under the Fiscal 2024 LTIP consist of:

(i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2024, July 2025 and July 2026, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP adjusted EBITDA targets for the three-year period ending April 30, 2026.

At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100 % for each such metric.

Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock.

During the fiscal years ended April 30, 2025 and 2024 the Company recorded $ 4,177,000 and $ 3,916,000 of compensation expense related to the Fiscal 2024 LTIP PRSUs, respectively.

At April 30, 2025, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2024 LTIP PRSUs is $ 15,511,000 .

During the three months ended July 30, 2022, the Company granted awards under the 2021 Plan to key employees (“Fiscal 2023 LTIP”).

Awards under the Fiscal 2023 LTIP consist of:

(i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2023, July 2024 and July 2025, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP adjusted EBITDA targets for the three-year period ending April 30, 2025.

At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100 % for each such metric.

payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and non-GAAP adjusted EBITDA targets for the performance period.

Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock.

During the fiscal year ended April 30, 2025, 2024, and 2023, the Company recorded $ 3,139,000 , $ 3,349,000 and $ 2,690,000 of compensation expense related to the Fiscal 2023 LTIP PRSUs, respectively.

At April 30, 2025, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP PRSUs is $ 11,448,000 .

During the three months ended July 31, 2021, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2022 LTIP”).

Awards under the Fiscal 2022 LTIP consist of:

(i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2022, July 2023 and July 2024, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP operating income targets for the three-year period ending April 30, 2024.

During the three months ended July 27, 2024, the company issued a total of 15,427 fully-vested shares of the Company’s common stock to settle the PRSUs in the Fiscal 2022 LTIP.

During the three months ended July 27, 2024, the Company granted LTIP awards (the “Fiscal 2025 LTIP”).

The time-based restricted stock awards and time-based restricted stock units vest in equal tranches in July 2025, July 2026 and July 2027.

The PRSUs vest based on the Company’s achievement of the financial performance metrics targets for the three-year period ending April 30, 2027.

During the fiscal year ended April 30, 2026 and 2025, the Company recorded $ 7,956,000 and $ 3,134,000 of compensation expense related to the Fiscal 2025 LTIP, respectively.

At April 30, 2026, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2025 LTIP is $ 17,138,000 .

During the three months ended July 29, 2023, the Company granted LTIP awards (the “Fiscal 2024 LTIP”).

The time-based restricted stock awards and time-based restricted stock units vest in equal tranches in July 2024, July 2025 and July 2026.

The PRSUs vest based on the Company’s achievement of the financial performance metrics targets for the three-year period ended April 30, 2026.

During the fiscal years ended April 30, 2026, 2025, and 2024, the Company recorded $ 6,362,000 , $ 4,177,000 and $ 3,916,000 of compensation expense related to the Fiscal 2024 LTIP, respectively.

During the three months ended July 30, 2022, the Company granted LTIP awards (the “Fiscal 2023 LTIP”).

The time-based restricted stock awards and time-based restricted stock units vested in equal tranches in July 2023, July 2024 and July 2025.

The PRSUs vested based on the Company’s achievement of the financial performance metrics targets for the three-year period ended April 30, 2025.

During the three months ended August 2, 2025, the Company issued a total of 61,605 fully-vested shares of the Company’s common stock to settle the PRSUs in the Fiscal 2023 LTIP.

During the fiscal years ended April 30, 2025 and 2024, the company recorded $ 3,139,000 and $ 3,349,000 related to the fiscal year 2023 LTIP PRSUs.

At April 30, 2025 and 2024, the Company recorded cumulative stock-based compensation expense from these long-term incentive award PRSUs of $ 27,141,000 and $ 16,662,000 , respectively.

At each reporting period, the Company reassesses the probability of achieving the performance targets.

2 unchanged sentences

Year Ended April 30,

Income (loss) before income taxes

(Loss) income before income taxes

Equity method investment income (loss)

Total income (loss) before income taxes

Total (loss) income before income taxes

The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S.

2 unchanged sentences

A reconciliation of income tax expense/(benefit) computed using the U.S.

federal statutory rates to actual income tax expense is as follows:

federal statutory rates to actual income tax expense is as follows (dollars in thousands):

Year Ended April 30,

federal statutory income tax rate

Foreign rate differential

State income taxes, net of federal benefit

Effect of cross-border tax laws:

Foreign-derived intangible income

Research and development credits

Valuation allowance

Return to provision adjustments

Changes in valuation allowance

Nontaxable or nondeductible items:

Limit on executive compensation

Permanent items

Foreign derived intangible income

Excess benefit relating to stock-based compensation

Goodwill impairment

Unrecognized tax benefit

Acquisition related costs

Changes in unrecognized tax benefit

Foreign Tax Effects:

Statutory tax rate different from US

Goodwill impairment

Change in valuation allowance

Other Adjustments

Effective income tax rate

The components of the provision for (benefit from) income taxes are as follows (in thousands):

The components of the (benefit from) provision for income taxes are as follows (in thousands):

Year Ended April 30,

5 unchanged sentences

Allowances, reserves, and other

Outside basis difference

Unrealized loss on securities

Net operating loss and credit carry-forwards

163(J) disallowed interest expense carry-forward

Acquisition related costs

12 unchanged sentences

Net deferred tax assets

For tax years beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the option to currently deduct research and experimental (“R&E”) expenditures in the period incurred and requires taxpayers to capitalize and amortize such expenditures over a period of five years (for U.S.-based research) or fifteen years (for non-U.S.

based research), as applicable, pursuant to Section 174 of the Internal Revenue Code.

As of April 30, 2025 and 2024, the Company recorded a tax adjustment to capitalize and amortize its R&D costs, which resulted in an increase to income taxes payable of approximately $ 57,266,000 and $ 42,788,000 , respectively.

At April 30, 2025 and 2024 the Company recorded a valuation allowance of $ 26,770,000 and $ 23,835,000 , respectively, primarily against state R&D credits as the Company is currently generating more tax credits than it will utilize in future years and against its capital loss carryforward.

The valuation allowance increased by $ 2,935,000 and $ 1,332,000 for April 30, 2025 and April 30, 2024, respectively primarily due to a full valuation allowance against foreign deferred tax assets.

The One Big Beautiful Bill Act was enacted in the U.S.

on July 4, 2025.

OBBBA introduced significant changes to the U.S.

federal corporate tax system, including reinstating the immediate deductibility of domestic research and experimental (“R&E”) expenditures for tax years beginning after December 31, 2024.

While foreign R&E expenditures continue to be capitalized and amortized over the applicable recovery period.

Accordingly, the provisions impacting the Company have been reflected in the financial statements for the year ended April 30, 2026.

At April 30, 2026 and 2025 the Company recorded a valuation allowance of $ 30,219,000 and $ 26,770,000 , respectively, against state net operating losses and state R&D credits as the Company is currently generating more tax credits than it will utilize in future years.

The valuation allowance increased by $ 3,449,000 and $ 2,935,000 for April 30, 2026 and April 30, 2025, respectively, primarily due to state net operating losses and foreign deferred tax assets.

At April 30, 2026, the Company had federal R&D Credit carryforwards of 11,811,000 , which carryforward to fiscal year 2046.

At April 30, 2026, the Company had California R&D credit carryforwards of $ 21,425,000 .

4 unchanged sentences

Utilization of federal and state net operating loss carryforwards may be subject to substantial annual limitation due to the ownership changes as provided by Section 382 of the Internal Revenue Code and similar state provisions.

At April 30, 2025 and 2024, the Company had approximately $ 13,429,000 and $ 13,601,000 , respectively, of unrecognized tax benefits, respective to the 2025 balance, $ 5,004,000 would impact the Company’s tax expense and $ 6,377,000 would result in an increase in California R&D credit valuation allowance.

The Company estimates that

$ 1,478,000 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

At April 30, 2026 and 2025, the Company had approximately $ 16,196,000 and $ 13,429,000 , respectively, of unrecognized tax benefits.

Of the 2026 balance, $ 8,852,000 would impact the Company’s tax expense and $ 7,414,000 would result in an increase in California R&D credit valuation allowance.

The Company estimates that $ 1,268,000 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended April 30, 2026 and 2025 (in thousands):

9 unchanged sentences

The tax years 2019 to 2024 remain open for major state taxing jurisdictions.

Share Repurchase Plan and Issuances

The Company’s share repurchase program announced September 2015 was terminated by the Company’s Board of Directors in September 2022.

On September 8, 2022 the Company filed an S-3 shelf registration statement to offer and sell shares of the Company’s common stock, including a prospectus supplement in relation to an Open Market Sale Agreement SM , also dated September 8, 2022, with Jefferies LLC relating to the proposed offer and sale of shares of the Company’s common stock having an aggregate offering price of up to $ 200,000,000 from time to time through Jefferies LLC as the sales agent.

During the fiscal year ended April 30, 2024, the Company completed the Open Market Sale Agreement SM , and the Company sold 807,370 shares, for total gross proceeds of $ 91,313,000 , total proceeds received of $ 88,574,000 , net of commission expense, and $ 88,437,000 , net of equity issuance costs.

During the fiscal year ended April 30, 2023, the Company sold 1,109,730 of its shares for total gross proceeds of $ 108,686,000 , total proceeds received of $ 105,425,000 , net of commission expense and $ 104,649,000 , net of equity issuance costs.

The following table summarized income taxes paid for the year ended April 30, 2026, 2025 and 2024 (in thousands):

Year Ended April 30,

Total income taxes paid

Share Issuances

In July 2025, the Company entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with certain underwriters (the “Common Stock Underwriters”) agreeing, subject to customary conditions, to issue and sell 3,528,226 shares of the Company’s common stock to the Common Stock Underwriters.

In addition, pursuant to the Common Stock Underwriting Agreement, the Company granted the Common Stock Underwriters an option, exercisable within 30 days after entering the Common Stock Underwriting Agreement, to purchase up to an additional 529,234 shares of the Company’s common stock (the “Over-allotment Option”).

The issuance of 3,528,226 shares of common stock was completed in July 2025.

Subsequently, the Company closed the issuance and sale of 529,234 shares of its common stock pursuant to the underwriters’ full exercise of the Over-allotment Option in July 2025 for a total issuance of 4,057,460 shares, generating gross proceeds to the Company of $ 1,006,250,000 , proceeds of $ 968,515,000 , net of underwriting discount and proceeds of $ 966,846,000 net of underwriting discount and other equity issuance costs.

Accumulated Other Comprehensive Loss

1 unchanged sentence

Total Accumulated

Foreign Currency

Comprehensive

Translation Adjustments

Available-for-

Currency Translation

Sale Securities

Comprehensive Loss

Total accumulated other comprehensive loss balance as of April 30, 2025

Unrealized loss, net of $ 0 of taxes

Changes in foreign currency translation adjustments

Total accumulated other comprehensive loss balance as of April 30, 2026

Changes in Accounting Estimates

As part of the Company’s annual goodwill impairment and identifiable asset test during the fiscal quarter ended April 30, 2025, a decrease in forecasted results of the UGV reporting unit resulted in accelerated intangible amortization expenses of $ 4,258,000 , or loss per diluted share of $ 0.12 , which was recorded during the three months ended April 30, 2025.

During the fiscal year ended April 30, 2023, due to the closure of all of the Company’s MUAS COCO sites, the Company revised the estimated useful life of the MUAS customer relationship intangible asset which resulted in accelerated intangible amortization expenses of $ 34,149,000 , increasing net loss by $ 26,158,000 , or loss per diluted share of $ 1.04 .

Related Party Transactions

Pursuant to a consulting agreement, the Company paid a board member approximately $ 76,000 for fiscal year ended April 30, 2023, for consulting services independent of his board service.

Commitments and Contingencies

7 unchanged sentences

Contract Cost Audits

Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”).

Payments to the Company on government Cost Plus contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”).

The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited.

1 unchanged sentence

For example, during the course of its audits, the DCAA may question the Company’s incurred costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, the DCAA auditor may recommend to the Company’s administrative contracting officer to disallow such costs.

Historically, the Company has not experienced material disallowed costs as a result of government audits.

Historically, the Company has not experienced material disallowed costs as a result of government

However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

The Company’s revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured.

The Company’s revenue recognition policy calls for revenue recognized on all Cost Plus government contracts to be recorded at actual rates unless collectability is not reasonably assured.

At April 30, 2026 and 2025, the Company had no reserve for open incurred cost claim audits.

Business Acquisitions

On September 15, 2023, the Company closed its acquisition of Tomahawk Robotics, Inc., a leader in AI-enabled robotic control systems.

ESAero Acquisition

On March 16, 2026, the Company closed its acquisition of ESAero, a leading producer of UAS and advanced air mobility platforms.

Pursuant to the merger agreement, the Company acquired 100 % of ESAero equity for an aggregate purchase price of $ 177,909,000 consisting of 671,078 shares of the Company’s common stock with a fair value of $ 142,188,000 and $ 26,922,000 cash-on-hand, net of $ 2,386,000 cash acquired, plus an $ 8,800,000 holdback for certain customary adjustments, such as net working capital, and certain seller indemnification obligations.

The fair value of the shares issued was based on the closing price on March 16, 2026 of $ 211.88 .

ESAero is incorporated into AeroVironment’s AxS segment.

The Company believes the acquisition will enhance the Company’s ability to transition from innovative design to advanced manufacturing.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

The following table summarizes the preliminary allocation of the fair value of the acquisition consideration transferred to assets acquired and liabilities assumed as of the acquisition date.

The allocation of the purchase price is preliminary and subject to change as the Company continues to evaluate the fair values of certain assets and liabilities acquired.

Open items in the purchase price allocation include the valuation of assets acquired and liabilities assumed including, but not limited to customer relationships, backlog developed technology, non-compete agreements, and tradename intangibles;

details surrounding tax matters;

and assumptions underlying certain existing or potential reserves, such as those for inventory and legal matters (in thousands):

Fair value of assets acquired:

Accounts receivable

Unbilled receivables and retentions

Inventories, net

Prepaid expenses and other current assets

Property and equipment

Operating lease right-of-use assets

Total identifiable assets

Fair value of liabilities assumed:

Accounts payable

Wages and related accruals

Customer advances

Current operating lease liabilities

Other current liabilities

Non-current operating lease liabilities

Income taxes payable (non-current)

Deferred income taxes

Total liabilities assumed

Total identifiable net assets

Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.

The fair value of the intangible assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance.

Use of different estimates and judgments could yield materially different results.

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of ESAero and expected future customers in the AxS market.

For income tax purposes the acquisition is treated as a stock acquisition, as such the goodwill associated with this purchase is not deductible.

ESAero Supplemental Pro Forma Information (unaudited)

ESAero revenue and income from operations for the period ended April 30, 2026 since acquisition on March 16, 2026 was $ 20,038,000 and $ 5,951,000 , inclusive of $ 1,116,000 of intangible amortization, respectively.

The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2024 (in thousands):

Net (loss) income

The Company incurred approximately $ 2,504,000 of acquisition-related expenses for the fiscal year ended April 30, 2026.

These expenses are included in SG&A on the Company’s consolidated statements of income (loss).

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2024, nor are they indicative of results of operations that may occur in the future.

BlueHalo Acquisition

On May 1, 2025, the Company closed its acquisition of BlueHalo for merger consideration, net of cash acquired, of $ 3,484,945,000 .

Through the acquisition, BlueHalo is incorporated into the Company’s AxS and SCDE segments.

The Company believes that the acquisition will help to advance the combined company as a global defense technology leader across air, land, sea, space, and cyber.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

(in thousands)

Equity consideration transferred

Settlement of BlueHalo’s transaction expenses

Settlement of BlueHalo’s debt

Merger consideration

Less cash acquired

Fair value of consideration transferred

The fair value of the Company’s common stock issued is based on 17,425,849 shares issued as consideration, per the terms of the Merger Agreement, and the closing share price of $ 151.52 on April 30, 2025.

The following table summarizes the final allocation of the fair value of the merger consideration transferred to assets acquired and liabilities assumed as of the acquisition date (in thousands):

Fair value of assets acquired:

Accounts receivable, net of allowance for credit losses of $ 420 at May 1, 2025

Unbilled receivables and retentions

Inventories, net

Income taxes receivable

Prepaid expenses and other current assets

Long-term investments

Property and equipment

Operating lease right-of-use assets

Total identifiable assets

Fair value of liabilities assumed:

Accounts payable

Wages and related accruals

Customer advances

Current operating lease liabilities

Other current liabilities

Non-current operating lease liabilities

Liability for uncertain tax positions

Deferred income taxes

Total liabilities assumed

Total identifiable net assets

Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.

The fair value assigned to intangible assets has been estimated based on third-party preliminary valuation studies utilizing income-based methodologies and corroborated with benchmarks of similar transactions in the industry.

Use of different estimates and judgments could yield materially different results.

All intangible assets acquired in the BlueHalo acquisition are subject to amortization.

The goodwill is attributable to the differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed.

For income tax purposes the goodwill and intangibles are not deductible for tax purposes.

The following table summarizes the valuation of the fair value of intangible assets acquired (in thousands):

Estimated Useful Life

Fair value of intangible assets acquired:

Customer relationships

Developed technology

Intangible assets acquired

BlueHalo Supplemental Pro Forma Information (unaudited)

BlueHalo revenue and loss from operations for the fiscal year ended April 30, 2026 since its acquisition on May 1, 2025 was $ 919,144,000 and $( 365,518,000 ), inclusive of $ 208,482,000 of intangible amortization and $ 240,708,000 of goodwill impairment, respectively.

The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2024.

The pro forma amounts include the historical operating results of the Company and BlueHalo prior to the acquisition.

The pro forma results are not necessarily indicative of the Company's results of operations that would have been obtained had the acquisition of BlueHalo been completed for the period presented, or which may be realized in the future (in thousands):

The Company recognized a nonrecurring pro forma adjustment to pro forma earnings to amortize an increase in the fair value of inventory acquired during the year ended April 30, 2025.

In addition, for the year ended April 30, 2026, the amortization expense associated with the Company's one-year intangible backlog has been eliminated within the pro forma adjustments.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the year ended April 30, 2025, reflecting the additional amortization and depreciation that would have been charged, incremental interest expense associated with the initial financing for the acquisition under the term loan and revolver, and including the results of BlueHalo prior to acquisition.

The Company incurred approximately $ 64,194,000 of BlueHalo acquisition-related expenses including integration costs.

The Company recognized a nonrecurring pro forma adjustment to the year ended April 30, 2026 to remove the impact of the transaction costs from the historical balance, while recognizing the $ 44,903,000 of transaction expenses within the year ended April 30, 2025 to reflect the costs as if the acquisition was completed during the year ended April 30, 2025.

The unaudited pro forma combined financial information presented above does not give effect to the July 2025 common stock issuance and Notes issuance, as such proceeds were not used to fund the BlueHalo acquisition.

As the Company’s repayment of indebtedness using the proceeds of the common stock issuance and Convertible Notes issuance was not directly attributable to the acquisition, the related reduction in interest expense is not reflected in this unaudited pro forma combined financial information.

Tomahawk Acquisition

On September 15, 2023, the Company closed its acquisition of Tomahawk, a leader in AI-enabled robotic control systems.

Pursuant to the merger agreement, the Company acquired 100 % of Tomahawk equity for an aggregate purchase price of $ 134,467,000 consisting of 985,999 shares of restricted common stock of the Company valued at $ 109,820,000 and $ 27,205,000 cash-on-hand, net of $ 3,048,000 cash acquired, plus a $ 490,000 holdback.

During the three months ended January 27, 2024, the holdback was decreased $ 100,000 as part of the working capital adjustment, and the total purchase price and goodwill, therefore, decreased by $ 100,000 as well.

three months ended January 27, 2024, the holdback was decreased $ 100,000 as part of the working capital adjustment, and the total purchase price and goodwill, therefore, decreased by $ 100,000 as well.

The remaining $ 390,000 holdback was paid during the three months ended October 26, 2024.

1 unchanged sentence

Tomahawk is incorporated into AeroVironment’s UxS segment.

The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of uncrewed systems through a singular platform with similar control

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

38 unchanged sentences

The Company incurred approximately $ 1,873,000 of acquisition-related expenses for the fiscal year ended April 30, 2024.

These expenses are included in selling, general and administrative on the Company’s consolidated statements of income (loss).

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2022, nor are they indicative of results of operations that may occur in the future.

Planck Acquisition

On August 17, 2022, the Company closed its acquisition of Planck, a leading provider of advanced uncrewed aircraft navigation solutions based in San Diego, California.

Pursuant to the purchase agreement, the Company paid a total purchase price of $ 5,105,000 from cash-on-hand plus a $ 500,000 holdback for certain assets of Planck, which was paid during the three months ended October 28, 2023.

Planck is a small technology company incorporated into AeroVironment’s UxS segment for the MUAS product line to focus on integrating its flight autonomy solutions, such as ACE™, or Autonomous Control Engine, into the Company’s offerings to enable safe, autonomous takeoff and landing from moving platforms on land or at sea in GPS-denied environments.

Other solutions include AVEM™, a fully integrated mobile tethered sensor platform designed for persistent autonomous operation from moving vehicles and vessels in any environment, and a suite of machine-learning object detection and tracking systems that are customized for specific end-user needs.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

The following table summarizes the final allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Planck.

During the three months ended July 29, 2023, the Company finalized its determination of the fair value of the assets and liabilities assumed in the acquisition of Planck and no significant changes were recorded from the original estimation (in thousands):

Fair value of assets acquired:

Property and equipment, net

Total identifiable net assets

Fair value of liabilities assumed:

Customer advances

Total liabilities assumed

Total identifiable net assets

Fair value of consideration transferred:

Total consideration

Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.

The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance.

Use of different estimates and judgments could yield materially different results.

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Planck and expected future customers in the MUAS market.

For tax purposes the acquisition was treated as an asset acquisition and the goodwill is deductible.

Planck Supplemental Pro Forma Information (unaudited)

Planck revenue since acquisition on August 17, 2022 through April 30, 2023 was $ 368,000 .

Other than the aforementioned revenue and intangible asset amortization expense of $ 542,000 for the year ended April 30, 2023 since the acquisition on August 17, 2022, the Planck financial results were not significant.

The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition had occurred on May 1, 2021 (in thousands):

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 31, 2021, reflecting the additional amortization that would have been charged and including the results of Planck prior to acquisition.

The Company incurred approximately $ 1,009,000 of acquisition-related expenses for the fiscal year ended April 30, 2023.

These expenses are included in selling, general and administrative on the Company’s consolidated statements of income (loss).

These expenses are included in SG&A on the Company’s consolidated statements of income (loss).

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2022, nor are they indicative of results of operations that may occur in the future.

Telerob Acquisition

Pursuant to the Telerob Purchase Agreement, the Telerob Sellers were eligible to receive up to a maximum of € 6,000,000 (approximately $ 6,418,000 ) in additional cash consideration if specific revenue and contract award targets for Telerob were achieved during the 36 month period after closing on May 3, 2021.

The contingent consideration was valued using a Black-Scholes option-pricing model.

The analysis considered, among other items, contractual terms of the Telerob Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and contract award targets required for payment of the contingent consideration will be achieved.

The first year earnout of € 2,000,000 (approximately $ 2,139,000 ) was not achieved.

During the fiscal year ended April 30, 2023, the second year earnout of € 2,000,000 (approximately $ 2,132,000 ) was achieved and was paid in November 2023.

The third earnout of € 2,000,000 (approximately $ 2,139,000 ) was not achieved.

As part of the Telerob acquisition, the Company acquired a small foreign-based defined benefit pension plan.

As part of the acquisition of Telerob on May 3, 2021, the Company acquired a small foreign-based defined benefit pension plan.

The Rheinmetall-Zusatzversorgung (“RZV”) service plan covers three former employees based on individual contracts issued to the employees.

40 unchanged sentences

Net periodic benefit cost

The Company’s reportable segments are as follows:

Uncrewed Systems (“UxS”)—The UxS segment focuses primarily on small UAS products designed to operate reliably at lower altitudes in a wide range of environmental conditions, providing a vantage point from which to collect and deliver valuable information as well as related support including training, spare and accessory parts, product repair, product replacement, maintenance and upgrades;

medium UAS products designed to operate reliably at medium altitudes with longer range while carrying larger payloads including airborne platforms, payloads and payload integration, and ground support equipment and other items and services related generally to uncrewed aircraft systems including ISR services;

UGV products designed to help responders remove, contain or neutralize these hazards in situations where improvised explosive devices, caustic chemicals, nuclear, radiological or biological hazards or violent individuals represent significant danger to humans;

and AI-enabled common control and communication solutions that allow any uncrewed system to be controlled from a common user interface while aggregating data from multiple platforms to provide real time intelligence.

Loitering Munitions Systems (“LMS”)—The LMS segment focuses primarily on tube-launched aircraft that deploy with the push of a button, fly at higher speeds than small UAS products, and perform either effects delivery or reconnaissance missions, and related support services including training, spare parts, product repair, and product replacement.

The LMS segment also includes customer-funded research and development programs.

MacCready Works (“MW”)— The MW segment focuses on customer-funded research and development in the areas of HAPS, robotics, sensors, software analytics, data intelligence and connectivity.

This segment contains the Company’s center of excellence for the development of machine learning, object identification and autonomy solutions and also seeks to identify new products, services and businesses for the Company.

The Company identifies two reportable segments, AxS and SCDE.

The accounting policies of the segments are the same as those described in Note 1—Organization and Significant Accounting Policies.

The operating segments do not make sales to each other.

The following table (in thousands) sets forth segment revenue and segment adjusted gross margin for the periods indicated.

Segment adjusted gross margin is defined as gross margin before intangible amortization and amortization of other purchase accounting adjustments related to increasing the carrying value of certain assets to fair value.

Segment adjusted gross margin is the measure of profitability used by the CODM for purposes of making decisions about allocating resources to the segments and assessing performance.

The operating segments sales to each other are eliminated.

Effective May 1, 2025, segment adjusted EBITDA is the measure of profitability used by the CODM for purposes of making decisions about allocating resources to the segments and assessing performance.

Segment adjusted EBITDA is defined as segment income (loss) from operations before depreciation and amortization and adjusted for the impact of certain other non-cash items, including goodwill impairment, amortization of implementation of cloud computing arrangements, stock-based compensation, other purchase accounting adjustments, and cash items including acquisition related expenses and certain one-time non-operating expense or income such as legal expense.

Year Ended April 30, 2026

1 unchanged sentence

Contract services

Cost of sales

Cost of sales less intangible amortization and other purchase accounting adjustments

Intangible amortization included in cost of sales

Segment adjusted gross margin

Depreciation and amortization

SG&A less intangible amortization

Intangible amortization included in SG&A

Research and development

Impairment of goodwill

Other expense (income)

Impairment of goodwill

Acquisition-related expenses

Amortization of cloud computing arrangement implementation

Equity securities investments activity, net

Stock-based compensation

Segment adjusted EBITDA

Year Ended April 30, 2025

1 unchanged sentence

Contract services

Cost of sales

Cost of sales less intangible amortization and other purchase accounting adjustments

Intangible amortization included in cost of sales

Segment adjusted gross margin

Depreciation and amortization

SG&A less intangible amortization

Intangible amortization included in SG&A

Research and development

Impairment of goodwill

Other expense (income)

Impairment of goodwill

Acquisition-related expenses

Amortization of cloud computing arrangement implementation

Equity securities investments activity, net

Legal expense

Stock-based compensation

Segment adjusted EBITDA

Year Ended April 30, 2024

1 unchanged sentence

Contract services

Cost of sales

Intangible amortization included in cost of sales

Segment adjusted gross margin

Depreciation and amortization

The following table (in thousands) provides a reconciliation from segment adjusted gross margin to income (loss) before taxes:

Segment adjusted gross margin

Cost of sales less intangible amortization and other purchase accounting adjustments

Intangible amortization included in cost of sales

Selling, general and administrative

SG&A less intangible amortization

Intangible amortization included in SG&A

Research and development

Other expense (income)

Acquisition-related expenses

Amortization of cloud computing arrangement implementation

Equity securities investments activity, net

Stock-based compensation

Segment adjusted EBITDA

The following table (in thousands) provides a reconciliation from segment adjusted EBITDA to income before income taxes:

Segment adjusted EBITDA

Depreciation and amortization

Impairment of goodwill

Acquisition-related expenses

Amortization of cloud computing arrangement implementation

Legal expense

Stock-based compensation

Equity securities investments activity, net

Interest expense, net

Other income (expense), net

Income (loss) before income taxes

(Loss) income before income taxes

Segment assets are summarized in the table below.

10 unchanged sentences

government foreign military sales in which an end user is a foreign government, accounted for 28 %, 52 % and 62 % of revenue for each of the fiscal years ended April 30, 2026, 2025 and 2024, respectively.

For the fiscal year ended April 30, 2025, 2024 and 2023, Ukraine represented $ 149,600,000 , or 18 %, $ 274,136,000 , or 38 %, and $ 100,095,000 , or 19 %, respectively, of the Company’s consolidated revenues.

For the fiscal years ended April 30, 2025 and 2024, Ukraine represented $ 149,600,000 , or 18 %, and $ 274,136,000 , or 38 %, respectively, of the Company’s consolidated revenues.

The Company’s internationally deployed fixed assets for UGV was $ 5,062,000 and $ 5,033,000 as of April 30, 2026 and 2025, respectively.

The Company’s internationally deployed in-service assets for MUAS was $ 5,472,000 and $ 1,486,000 as of April 30, 2026 and 2025, respectively.

Subsequent Events

On May 1, 2025, the Company closed its acquisition of BlueHalo, pursuant to the Agreement and Plan of Merger, dated as of November 18, 2024 (the “Merger Agreement”) by and among the Company, Merger Sub, BlueHalo, and BlueHalo Holdings Parent, LLC, a Delaware limited liability company and sole member of BlueHalo (“Seller”).

Under the terms of the Merger Agreement, all of the equity interests of BlueHalo issued and outstanding immediately prior to the effective time of the acquisition were converted into the right to receive an aggregate of 17,425,849 shares of the Company’s common stock, fair value of $ 2,640,365,000 .

Due to the size, complexity and timing of the close of the acquisition, the purchase accounting for the business combination is incomplete at the time of this filing.

As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, pre-acquisition contingencies and goodwill.

In addition, the Company is unable to provide pro forma revenues and earnings of the combined entity.

All required disclosures will be included in the Company's Quarterly Report on Form 10-Q for the fiscal first quarter ending August 2, 2025.

On June 2, 2025, the Company completed its purchase of a facility in Dayton, Ohio for $ 6,704,000 .

The facility will support the Cyber and Mission Systems business from the BlueHalo acquisition.

SUPPLEMENTARY DATA

2 unchanged sentences

(In thousands)

Allowance for doubtful accounts for the year ended April 30:

Allowance for credit losses for the year ended April 30:

Warranty reserve for the year ended April 30:

8 unchanged sentences

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable level.

Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2026, due to the material weaknesses in internal control over financial reporting described below.

Notwithstanding the material weaknesses described below, management has concluded that the financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with U.S.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our principal executive and financial officers, we have assessed our internal control over financial reporting as of April 30, 2025, based on criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”).

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of April 30, 2025 based on the specified criteria.

The effectiveness of our internal control over financial reporting as of April 30, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting as of April 30, 2026, based on the criteria established in Internal Control—Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2026 excludes the acquisition of BlueHalo which was acquired on May 1, 2025 and ESAero which was acquired on March 16, 2026, and whose combined financial statements constitute approximately 46% of total assets and 48% of total revenue of the consolidated financial statement amounts of the Company as of and for the year ended April 30, 2026.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Despite the exclusion of BlueHalo from our assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2026, we identified a material weakness in controls over the financial close and reporting process as a result of the BlueHalo acquisition.

BlueHalo did not design and maintain effective information

technology (“IT”) general controls for certain information systems that are relevant to information used the preparation of BlueHalo’s financial reporting that is included in the consolidated financial statements of Aerovironment.

Specifically, BlueHalo did not design and maintain user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.

As a result, the automated controls and IT dependent manual business process controls that rely upon BlueHalo’s financial reporting information from the affected applications were deemed not effective.

In addition, we determined that the error resulting in the restatement of our unaudited condensed consolidated financial statements for the quarter ended January 31, 2026 in the Amendment No.

1 on Form 10-Q/A, filed with the SEC on June 22, 2026, originated from a material weakness.

The material weakness relates to the design of controls over the preparation and review of our goodwill impairment analysis.

Specifically, we did not have a properly designed control requiring preparation and review of a reconciliation of goodwill by reporting unit.

The effectiveness of our internal control over financial reporting as of April 30, 2026 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report which is included herein.

Remediation Plan

As of the date of this report, management’s remediation efforts are ongoing, and management has committed to a remediation plan to address the material weaknesses noted above.

The remediation plan includes, but is not limited to, the following activities which have been performed or are in process:

● With respect to the material weakness related to information technology general controls over BlueHalo’s financial reporting, we have designed and are implementing enhancements to user access and program change management controls, including restricting administrator-level access, performing periodic user access reviews, and formalizing change management and data modification processes through documented and approved workflows.

● With respect to the material weakness related to design of controls over the preparation and review of our goodwill impairment analysis, • Implemented a control over the preparation and review of a quarterly reconciliation of goodwill by reporting unit

Remedial controls must operate for a sufficient period of time for a definitive conclusion, through testing, that the deficiencies have been remediated and, as such, management can give no assurance that the measures it has undertaken have remediated the material weaknesses that it has identified or that additional material weakness will not arise in the future.

Management will continue to monitor the effectiveness of these and other processes, procedures, and controls and will make any further changes that management determines to be appropriate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15(f) or 15d-15(f) that occurred during the fiscal year ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the identification of the material weaknesses described above, there were no changes in our internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) that occurred during the quarter ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Informatio n.

7 unchanged sentences

and subsidiaries (the “Company”) as of April 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended April 30, 2026, of the Company and our report dated June 29, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at BlueHalo, LLC and subsidiaries (collectively, “BlueHalo”), which was acquired on May 1, 2025, and Empirical Systems Aerospace, Inc.

(“ESAero”), which was acquired on March 16, 2026, and whose financial statements constitute 46% of total assets and 48% of total revenue of the consolidated financial statement amounts as of and for the year ended April 30, 2026.

Accordingly, our audit did not include the internal control over financial reporting at BlueHalo and ESAero.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

The following material weaknesses have been identified and included in management's assessment.

● Ineffective design of controls over the preparation and review of the Company’s goodwill impairment analysis.

Specifically, the Company did not have a properly designed control requiring preparation and review of a reconciliation of goodwill by reporting unit.

● Ineffective general information technology controls (“GITCs”) for certain information technology (“IT”) systems that are relevant to the preparation of BlueHalo’s financial reporting that is included in the consolidated financial statements of AeroVironment.

Specifically, BlueHalo did not design and maintain user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended April 30, 2026, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

44 unchanged sentences

d ated October 1, 2024

Fifth Amended and Restated Bylaws of AeroVironment, Inc., amended as of October 1, 2024

Sixth Amended and Restated Bylaws of AeroVironment, Inc., amended as of November 20, 2025

Form of AeroVironment, Inc.’s Common Stock Certificate

Description of Registrant’s Securities

Indenture, dated as of July 3, 2025, between AeroVironment, Inc.

Bank Trust Company, National Association, as trustee.

First Supplemental Indenture, dated as of July 3, 2025, between AeroVironment, Inc.

Bank Trust Company, National Association, as trustee.

Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A in Exhibit 4.4).

Form of Director and Executive Officer Indemnification Agreement

19 unchanged sentences

2006 Equity Incentive Plan

AeroVironment, Inc.

Amended and Restated AeroVironment, Inc.

2021 Equity Incentive Plan

31 unchanged sentences

Second Amendment to Lease dated October 26, 2018 between AeroVironment, Inc., Princeton Avenue Holdings, LLC and Princeton Avenue Holdings II, LLC for property located at 14501 Princeton Avenue, Moorpark, California

Third Amendment to Lease dated June, 23 2026 between AeroVironment, Inc., Princeton Avenue Holdings, LLC and Princeton Avenue Holdings II, LLC for property located at 14501 Princeton Avenue, Moorpark, California

Retiree Medical Plan

27 unchanged sentences

Shareholder’s Agreement, dated as of November 18, 2024, by and among the Company and the Sponsor Members

Retirement Agreement by and between AeroVironment, Inc.

and Keivn McDonnell dated as of February 20, 2026.

AeroVironment, Inc.

Non-Qualified Deferred Compensation Plan.

Lease, dated December 18, 2025, between AeroVironment, Inc.

and QOZ 201CC TWO, LLC, for the property located at 4387 West 2100 South, West Valley City, Utah 84120

Offer Letter dated March 18, 2026 with Robert Smith.

Consulting Agreement and Amendment No.

1 to Consulting Agreement by and between AeroVironment, Inc.

and Truesdell Capital LLC effective May 1, 2026.

Insider Trading Policy

44 unchanged sentences

(28) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed May 1, 2025 (File No.

(29) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed July 3, 2025 (File No.

(30) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed October 1, 2025 (File No.

(31) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed November 25, 2025 (File No.

(32) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed February 23, 2026 (File No.

(33) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed March 5, 2026 (File No.

(34) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 10, 2026 (File No.

(35) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed April 9, 2026 (File No.

Pursuant to Items 601(b)(2) and/or 601(b)(10) of Regulation S-K, certain immaterial provisions of the agreement that would likely cause competitive harm to the Company if publicly disclosed have been redacted or omitted.

13 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Wahid Nawabi and Kevin P.

McDonnell, each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Wahid Nawabi and Sean T.

Woodward, each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

28 unchanged sentences

June 29, 2026

/s/ David Wodlinger

June 24, 2025

David Wodlinger

/s/ Henry Albers

/s/ William J.

June 29, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data