AeroVironment Inc 10-K

Item 8. Financial Statements and Supplementary Dat a. ​ AeroVironment, Inc. Audited Consolidated Financial Statements Index to Consolidated Financial Statements and Supplementary Data ​ ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB 34 ) ​ 76 ​ Consolidated Balance Sheets at April 30, 202 6 and 202 5 ​ 80 ​ Consolidated Statements of Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024 ​ 81 ​ Consolidated Statements of Comprehensive Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024 ​ 82 ​ Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2026, 2025 and 2024 ​ 83 ​ Consolidated Statements of Cash Flows for the Years Ended April 30, 2026, 2025 and 2024 ​ 84 ​ Notes to Consolidated Financial Statements ​ 85 ​ Supplementary Data ​ ​ ​ Financial Statement Schedule : Schedule II—Valuation and Qualifying Accounts ​ 126 ​ ​ All other schedules are omitted because they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the notes thereto. ​ ​ 75 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the stockholders and the Board of Directors of AeroVironment, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of AeroVironment, Inc. and subsidiaries (the "Company") as of April 30, 2026 and 2025, the related consolidated statements of income (loss), comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended April 30, 2026, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements"). 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, 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 ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ 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 ​ Critical Audit Matter Description ​ As further described in Note 1 to the financial statements, 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. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. 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, which are within the scope of ASC 606 with final contract values to be negotiated, penalty fees and 76 Table of Contents 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, 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. For those contracts identified, the evaluation of one or more contract estimate assumptions used to recognize revenue required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgments. ​ How the Critical Audit Matter Was Addressed in the Audit ​ Our audit procedures related to the contract estimates for these contracts identified included the following, among others: ​ ● We tested the design and operating effectiveness of management’s controls over the significant assumptions and judgments underlying the contract estimates associated with these contracts. ​ ● Based on the risk characteristic identified on an individual contract, we evaluated certain contract estimates by: ​ o Reading the underlying contract and any amendments or modifications to understand the contractual requirements and performance obligations. ​ 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. ​ 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. ​ 77 Table of Contents 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. 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 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. 78 Table of Contents ​ ● We evaluated management’s ability to estimate future revenues by comparing actual revenues to estimates assumed in the valuation model. ​ /s/ Deloitte & Touche LLP ​ Los Angeles, California June 29, 2026 ​ We have served as the Company’s auditor since fiscal 2020. ​ ​ 79 Table of Contents AEROVIRONMENT, INC. CONSOLIDATED BALANCE SHEET S (In thousands except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ ​ 2026 ​ 2025 ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 377,325 ​ $ 40,862 ​ Short-term investments ​ ​ 254,972 ​ ​ — ​ Accounts receivable, net of allowance for credit losses of $ 1,961 at April 30, 2026 and $ 203 at April 30, 2025 ​ ​ 316,167 ​ ​ 101,967 ​ Unbilled receivables and retentions ​ ​ 570,408 ​ ​ 290,009 ​ Inventories, net ​ ​ 312,856 ​ ​ 144,090 ​ Income taxes receivable ​ ​ 6,210 ​ ​ 622 ​ Prepaid expenses and other current assets ​ ​ 52,485 ​ ​ 28,966 ​ Total current assets ​ ​ 1,890,423 ​ ​ 606,516 ​ Long-term investments ​ ​ 81,128 ​ ​ 31,627 ​ Property and equipment, net ​ ​ 166,719 ​ ​ 50,704 ​ Operating lease right-of-use assets ​ ​ 100,392 ​ ​ 31,879 ​ Deferred income taxes ​ ​ — ​ ​ 61,460 ​ Intangibles, net ​ ​ 929,826 ​ ​ 48,711 ​ Goodwill ​ ​ 2,493,678 ​ ​ 256,781 ​ Other assets ​ ​ 54,576 ​ ​ 32,889 ​ Total assets ​ $ 5,716,742 ​ $ 1,120,567 ​ Liabilities and stockholders’ equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 160,507 ​ $ 72,462 ​ Wages and related accruals ​ ​ 98,056 ​ ​ 44,253 ​ Customer advances ​ ​ 79,607 ​ ​ 15,952 ​ Current operating lease liabilities ​ ​ 17,594 ​ ​ 10,479 ​ Income taxes payable ​ ​ 524 ​ ​ 356 ​ Other current liabilities ​ ​ 82,949 ​ ​ 28,659 ​ Total current liabilities ​ ​ 439,237 ​ ​ 172,161 ​ Long-term debt ​ ​ 728,967 ​ ​ 30,000 ​ Non-current operating lease liabilities ​ ​ 88,228 ​ ​ 23,812 ​ Other non-current liabilities ​ ​ 1,986 ​ ​ 2,026 ​ Liability for uncertain tax positions ​ ​ 7,430 ​ ​ 6,061 ​ Deferred income taxes ​ ​ 50,494 ​ ​ — ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value: ​ ​ ​ ​ ​ ​ ​ Authorized shares— 10,000,000 ; none issued or outstanding at April 30, 2026 and April 30,2025 ​ ​ — ​ ​ — ​ Common stock, $ 0.0001 par value: ​ ​ ​ ​ ​ ​ ​ Authorized shares— 100,000,000 ​ ​ ​ ​ ​ ​ ​ Issued and outstanding shares— 50,610,514 shares at April 30, 2026 and 28,267,517 shares at April 30, 2025 ​ ​ 6 ​ ​ 4 ​ Additional paid-in capital ​ ​ 4,396,845 ​ ​ 618,711 ​ Accumulated other comprehensive loss ​ ​ ( 5,635 ) ​ ​ ( 6,514 ) ​ Retained earnings ​ ​ 9,184 ​ ​ 274,306 ​ Total stockholders’ equity ​ ​ 4,400,400 ​ ​ 886,507 ​ Total liabilities and stockholders’ equity ​ $ 5,716,742 ​ $ 1,120,567 ​ ​ See accompanying notes to consolidated financial statements. 80 Table of Contents AEROVIRONMENT, INC. CONSOLIDATED STATEMENTS OF INCOM E (LOSS) (In thousands except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 1,415,349 ​ $ 692,722 ​ $ 585,771 ​ Contract services ​ 561,496 ​ 127,905 ​ 130,949 ​ ​ ​ 1,976,845 ​ 820,627 ​ 716,720 ​ Cost of sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ 959,230 ​ 404,347 ​ 340,174 ​ Contract services ​ 516,973 ​ 97,644 ​ 92,615 ​ ​ ​ 1,476,203 ​ 501,991 ​ 432,789 ​ Gross margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ ​ 456,119 ​ ​ 288,375 ​ ​ 245,597 ​ Contract services ​ ​ 44,523 ​ ​ 30,261 ​ ​ 38,334 ​ ​ ​ 500,642 ​ 318,636 ​ 283,931 ​ Selling, general and administrative ​ 443,251 ​ 158,753 ​ 114,420 ​ Research and development ​ 127,678 ​ 100,729 ​ 97,687 ​ Impairment of goodwill ​ ​ 240,708 ​ ​ 18,359 ​ ​ — ​ (Loss) income from operations ​ ( 310,995 ) ​ 40,795 ​ 71,824 ​ Other income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ( 5,613 ) ​ ( 2,188 ) ​ ( 4,220 ) ​ Other income (expense), net ​ 10,986 ​ 1,057 ​ ( 4,373 ) ​ (Loss) income before income taxes ​ ( 305,622 ) ​ 39,664 ​ 63,231 ​ (Benefit from) provision for income taxes ​ ​ ( 23,059 ) ​ 882 ​ 1,891 ​ Equity method investment income (loss), net of tax ​ 17,441 ​ 4,837 ​ ( 1,674 ) ​ Net (loss) income ​ ​ ( 265,122 ) ​ ​ 43,619 ​ ​ 59,666 ​ Net (loss) income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 5.40 ) ​ $ 1.56 ​ $ 2.19 ​ Diluted ​ $ ( 5.40 ) ​ $ 1.55 ​ $ 2.18 ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 49,087,346 ​ 28,018,656 ​ 27,203,417 ​ Diluted ​ 49,087,346 ​ 28,173,488 ​ 27,327,993 ​ ​ See accompanying notes to consolidated financial statements. ​ 81 Table of Contents ​ AEROVIRONMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM E (LOSS) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 265,122 ) ​ $ 43,619 ​ $ 59,666 ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on available-for-sale investments, net of deferred tax expense of $ 0 for the fiscal year ended April 30, 2026 ​ ​ ( 215 ) ​ ​ — ​ ​ — ​ Change in foreign currency translation adjustments ​ ​ 1,094 ​ ​ ( 922 ) ​ ​ ( 1,140 ) ​ Total comprehensive (loss) income ​ $ ( 264,243 ) ​ $ 42,697 ​ $ 58,526 ​ ​ See accompanying notes to consolidated financial statements. ​ 82 Table of Contents AEROVIRONMENT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUIT Y (In thousands except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Stock ​ Paid-In ​ Retained ​ Comprehensive ​ AeroVironment, Inc. ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ (Loss) Income ​ Equity ​ Balance at April 30, 2023 26,216,897 ​ $ 4 ​ $ 384,397 ​ $ 171,021 ​ $ ( 4,452 ) ​ $ 550,970 ​ Net income — ​ — ​ — ​ 59,666 ​ — ​ ​ 59,666 ​ Foreign currency translation ​ — ​ — ​ — ​ — ​ ( 1,140 ) ​ ​ ( 1,140 ) ​ Restricted stock awards 151,113 ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Restricted stock awards forfeited ( 11,470 ) ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Tax withholding payment related to net share settlement of equity awards ​ ( 15,471 ) ​ — ​ ( 1,596 ) ​ — ​ ​ — ​ ​ ( 1,596 ) ​ Shares issued, net of issuance costs ​ 807,370 ​ — ​ 87,956 ​ — ​ ​ — ​ ​ 87,956 ​ Issuance of common stock for business acquisition ​ 985,999 ​ ​ — ​ ​ 109,820 ​ ​ — ​ ​ — ​ ​ 109,820 ​ Stock-based compensation — ​ — ​ 17,069 ​ — ​ ​ — ​ ​ 17,069 ​ Balance at April 30, 2024 28,134,438 ​ $ 4 ​ $ 597,646 ​ $ 230,687 ​ $ ( 5,592 ) ​ $ 822,745 ​ Net income — ​ — ​ — ​ 43,619 ​ — ​ ​ 43,619 ​ Foreign currency translation ​ — ​ — ​ — ​ — ​ ( 922 ) ​ ​ ( 922 ) ​ Employee stock purchase plan contributions ​ 14,598 ​ ​ — ​ ​ 1,910 ​ ​ — ​ ​ — ​ ​ 1,910 ​ Stock options exercised ​ 66,164 ​ ​ — ​ ​ 1,841 ​ ​ — ​ ​ — ​ ​ 1,841 ​ Restricted stock awards 75,499 ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Restricted stock awards forfeited ( 10,453 ) ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Tax withholding payment related to net share settlement of equity awards ( 12,729 ) ​ — ​ ( 4,147 ) ​ — ​ ​ — ​ ​ ( 4,147 ) ​ Stock based compensation — ​ — ​ 21,461 ​ — ​ ​ — ​ ​ 21,461 ​ Balance at April 30, 2025 28,267,517 ​ $ 4 ​ $ 618,711 ​ $ 274,306 ​ $ ( 6,514 ) ​ $ 886,507 ​ Net loss — ​ — ​ — ​ ( 265,122 ) ​ — ​ ​ ( 265,122 ) ​ Unrealized loss on investments ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 215 ) ​ ​ ( 215 ) ​ Foreign currency translation ​ — ​ — ​ — ​ — ​ 1,094 ​ ​ 1,094 ​ Employee stock purchase plan contributions ​ 27,737 ​ ​ — ​ 4,355 ​ — ​ ​ — ​ ​ 4,355 ​ Restricted stock awards 186,855 ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Restricted stock awards forfeited ( 18,010 ) ​ — ​ — ​ — ​ ​ — ​ ​ — ​ Tax withholding payment related to net share settlement of equity awards ( 7,972 ) ​ — ​ ( 10,928 ) ​ — ​ ​ — ​ ​ ( 10,928 ) ​ Issuance of common stock for business acquisitions 18,096,927 ​ 2 ​ 2,779,527 ​ — ​ ​ — ​ ​ 2,779,529 ​ Shares issued, net of issuance costs ​ 4,057,460 ​ ​ — ​ ​ 966,846 ​ ​ — ​ ​ — ​ ​ 966,846 ​ Stock based compensation — ​ — ​ 38,334 ​ — ​ ​ — ​ ​ 38,334 ​ Balance at April 30, 2026 50,610,514 ​ $ 6 ​ $ 4,396,845 ​ $ 9,184 ​ $ ( 5,635 ) ​ $ 4,400,400 ​ ​ See accompanying notes to consolidated financial statements. ​ 83 Table of Contents AEROVIRONMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOW S (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 265,122 ) ​ $ 43,619 ​ $ 59,666 ​ Adjustments to reconcile net (loss) income to cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 265,037 ​ ​ 40,998 ​ ​ 35,749 ​ Impairment of goodwill ​ ​ 240,708 ​ ​ 18,359 ​ ​ — ​ (Gain)/Loss from equity method investments ​ ​ ( 17,441 ) ​ ​ ( 4,837 ) ​ ​ 1,674 ​ Amortization of debt issuance costs ​ ​ 11,408 ​ ​ 1,195 ​ ​ 1,009 ​ Provision for credit losses ​ ​ 1,986 ​ ​ 43 ​ ​ 4 ​ Reserve for inventory excess and obsolescence ​ ​ 8,460 ​ ​ 2,882 ​ ​ 13,937 ​ Other non-cash expense, net ​ ​ 5,306 ​ ​ 2,606 ​ ​ 1,316 ​ Non-cash lease expense ​ ​ 25,426 ​ ​ 10,163 ​ ​ 10,400 ​ Loss on foreign currency transactions ​ ​ 18 ​ ​ 491 ​ ​ 22 ​ (Gain) loss on sale of equity securities, net ​ ​ ( 11,720 ) ​ ​ ( 177 ) ​ ​ 3,945 ​ Deferred income taxes ​ ​ ( 27,111 ) ​ ​ ( 20,157 ) ​ ​ ( 23,290 ) ​ Stock-based compensation ​ ​ 38,334 ​ ​ 21,461 ​ ​ 17,069 ​ Loss on disposal of property and equipment ​ ​ 2,136 ​ ​ 311 ​ ​ 621 ​ Amortization of debt securities ​ ​ ( 879 ) ​ ​ — ​ ​ — ​ Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 128,697 ) ​ ​ ( 31,761 ) ​ ​ 19,208 ​ Unbilled receivables and retentions ​ ​ ( 158,980 ) ​ ​ ( 90,514 ) ​ ​ ( 92,850 ) ​ Inventories ​ ​ ( 111,610 ) ​ ​ 2,966 ​ ​ ( 23,045 ) ​ Income taxes receivable ​ ​ ( 1,364 ) ​ ​ ( 590 ) ​ ​ — ​ Prepaid expenses and other assets ​ ​ ( 19,940 ) ​ ​ ( 21,010 ) ​ ​ ( 20,279 ) ​ Accounts payable ​ ​ 28,081 ​ ​ 22,331 ​ ​ 12,968 ​ Other liabilities ​ ​ 37,560 ​ ​ 303 ​ ​ ( 2,832 ) ​ Net cash (used in) provided by operating activities ​ ​ ( 78,404 ) ​ ​ ( 1,318 ) ​ ​ 15,292 ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition of property and equipment ​ ​ ( 62,544 ) ​ ​ ( 19,547 ) ​ ​ ( 22,983 ) ​ Acquisition of capitalized software to be sold ​ ​ ( 23,674 ) ​ ​ ( 3,269 ) ​ ​ — ​ Contributions in equity method investments ​ ​ ( 4,543 ) ​ ​ ( 5,674 ) ​ ​ ( 3,074 ) ​ Purchase of available-for-sale investments ​ ​ ( 369,867 ) ​ ​ — ​ ​ — ​ Redemption of available-for-sale investments ​ ​ 94,500 ​ ​ — ​ ​ — ​ Purchase of equity and debt investments ​ ​ ( 8,000 ) ​ ​ — ​ ​ — ​ Proceeds from sale of equity securities ​ ​ 19,214 ​ ​ — ​ ​ — ​ Exercise of warrants ​ ​ ( 6,250 ) ​ ​ — ​ ​ — ​ Acquisition of intangibles ​ ​ — ​ ​ — ​ ​ ( 1,500 ) ​ Business acquisitions, net of cash acquired ​ ​ ( 871,507 ) ​ ​ — ​ ​ ( 24,157 ) ​ Net cash used in investing activities ​ ​ ( 1,232,671 ) ​ ​ ( 28,490 ) ​ ​ ( 51,714 ) ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from revolving credit facility ​ ​ 233,939 ​ ​ 40,000 ​ ​ — ​ Principal payments of term loan ​ ​ ( 700,000 ) ​ ​ ( 28,000 ) ​ ​ ( 107,000 ) ​ Principal payments of revolver ​ ​ ( 265,000 ) ​ ​ ( 10,000 ) ​ ​ — ​ Proceeds from long-term debt ​ ​ 693,202 ​ ​ — ​ ​ — ​ Proceeds from shares issued, net of underwriter costs ​ ​ 968,515 ​ ​ — ​ ​ 88,437 ​ Payment of contingent consideration ​ ​ — ​ ​ — ​ ​ ( 2,132 ) ​ Proceeds from convertible debt, net of underwriter costs ​ ​ 726,944 ​ ​ — ​ ​ — ​ Payment of debt issuance costs ​ ​ ( 2,445 ) ​ ​ ( 1,151 ) ​ ​ ( 37 ) ​ Payment of equity issuance costs ​ ​ ( 1,388 ) ​ ​ ( 2,896 ) ​ ​ — ​ Holdback and retention payments for business acquisition ​ ​ — ​ ​ ( 390 ) ​ ​ ( 500 ) ​ Tax withholding payment related to net settlement of equity awards ​ ​ ( 10,928 ) ​ ​ ( 4,147 ) ​ ​ ( 1,596 ) ​ Employee stock purchase plan contributions ​ ​ 4,355 ​ ​ 1,910 ​ ​ — ​ Exercise of stock options ​ ​ — ​ ​ 1,841 ​ ​ — ​ Other ​ ​ ( 16 ) ​ ​ ( 23 ) ​ ​ ( 24 ) ​ Net cash provided by (used in) financing activities ​ ​ 1,647,178 ​ ​ ( 2,856 ) ​ ​ ( 22,852 ) ​ Effects of currency translation on cash and cash equivalents ​ ​ 360 ​ ​ 225 ​ ​ ( 284 ) ​ Net increase (decrease) in cash and cash equivalents ​ 336,463 ​ ( 32,439 ) ​ ( 59,558 ) ​ Cash and cash equivalents at beginning of period ​ ​ 40,862 ​ ​ 73,301 ​ ​ 132,859 ​ Cash and cash equivalents at end of period ​ $ 377,325 ​ $ 40,862 ​ $ 73,301 ​ Supplemental disclosures of cash flow information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid, net during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes ​ $ 3,606 ​ $ 24,631 ​ $ 20,438 ​ Interest ​ $ 12,847 ​ $ 1,757 ​ $ 6,823 ​ Non-cash activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock for business acquisition ​ ​ 2,782,553 ​ ​ — ​ ​ 109,820 ​ Unrealized loss on available-for-sale investments ​ ​ ( 215 ) ​ ​ — ​ ​ — ​ Change in foreign currency translation adjustments ​ $ 1,094 ​ $ ( 922 ) ​ $ ( 1,140 ) ​ Acquisitions of property and equipment included in accounts payable ​ $ 3,610 ​ $ 2,204 ​ $ 986 ​ ​ See accompanying notes to consolidated financial statements. ​ 84 Table of Contents AEROVIRONMENT, INC. ​ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ​ 1. Organization and Significant Accounting Policies ​ Organization ​ 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 ​ Principles of Consolidation ​ The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. 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. The Company eliminates intercompany balances and transactions in consolidation. ​ Investments in Companies Accounted for Using the Equity or Cost Method ​ Investments in other non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company’s ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. 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 85 Table of Contents 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. 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. ​ Segments ​ 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. ​ Use of Estimates ​ 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. Actual results could differ from those estimates. ​ Reclassifications ​ Certain prior year amounts have been reclassified to conform to the current year presentation. 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 ​ The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash equivalents are comprised of money market funds, certificates of deposit of major financial institutions and U.S. Treasury bills. ​ Investments ​ The Company’s investments are accounted for as available-for-sale and are reported at fair value. Unrealized gains and losses for debt securities are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments. Investments in equity securities and warrants are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in other (expense) income, net. Gains and losses realized on the disposition of investment securities are determined on the specific identification basis and credited or charged to income. Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date. ​ 86 Table of Contents 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. ​ Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities, highly rated corporate bonds, and accounts receivable. The Company currently invests in equity securities and limited partnership funds. The Company’s revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 85 %, 75 % and 76 % of the Company’s revenue came from agencies of the U.S. government for the years ended April 30, 2026, 2025 and 2024, respectively. These agencies accounted for 76 % and 75 % of the accounts receivable balances at April 30, 2026 and 2025, respectively. One such agency, the U.S. Army, accounted for 25 %, 20 % and 11 % of the Company’s consolidated revenue for the years ended April 30, 2026, 2025 and 2024, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses. ​ Accounts Receivable, Unbilled Receivables and Retentions ​ Accounts receivable represents primarily U.S. government and allied foreign governments, and to a lesser extent commercial receivables, net of allowances for doubtful accounts. Unbilled receivables represent costs in excess of billings on incomplete contracts and, where applicable, accrued profit related to government long-term contracts on which revenue has been recognized, but for which the customer has not yet been billed. Unbilled receivables are considered contract assets. ​ Retentions represent amounts withheld by customers until contract completion. At April 30, 2026 and 2025, the retention balances were $ 3,416,000 and $ 746,000 , respectively. 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 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 ​ 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. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made to write inventory down to its net realizable value. ​ 87 Table of Contents Long-Lived Assets ​ Property, plant and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight-line method over the following estimated useful lives: ​ ​ ​ ​ ​ Machinery and equipment ​ ​ ​ 2 – 10 years Computer equipment and software 3 – 5 years ​ Buildings ​ 40 years ​ In-service ISR assets ​ 3 – 10 years ​ Furniture and fixtures 3 – 10 years ​ Leasehold improvements Lesser of useful life or term of lease ​ ​ Maintenance, repairs and minor renewals are charged directly to expense as incurred. 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 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. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. ​ Cloud Computing Arrangements ​ Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized and recorded on the consolidated balance sheets in prepaid expenses and other current assets and other assets. The amounts capitalized are amortized on a straight-line basis over the estimated useful life of the service arrangement, which generally range from three to seven years . As of April 30, 2026 and 2025, capitalized costs related to cloud computing arrangements was $ 46,170,000 and $ 33,656,000 , respectively, net of accumulated amortization of $ 10,349,000 and $ 4,887,000 , respectively. Amortization expense related to cloud computing arrangements for the fiscal years ended April 30, 2026, 2025 and 2024 was $ 5,536,000 , $ 2,541,000 and $ 1,440,000 . ​ Costs of Software to Be Sold ​ Costs incurred for internally developed and produced or purchased software to be sold, leased or marketed once the software has established technological feasibility are capitalized and recorded on the consolidated balance sheets in other assets. The amounts capitalized are amortized according to the greater of a straight-line basis over the estimated useful life of the service arrangement, which generally range from two to five years , or the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. As of April 30, 2026 and 2025, capitalized costs of software to be sold, leased or marketed was $ 27,410,000 and $ 3,269,000 respectively, net of accumulated amortization of $ 6,718,000 and $ 460,000 , respectively. ​ Intangibles Assets — Acquired in Business Combinations ​ 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, 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 88 Table of Contents approximates the pattern in which the economic benefits are consumed. The estimated useful life for the Company’s intangible assets are as follows: ​ ​ ​ ​ ​ Technology ​ ​ ​ 3 – 12 years Backlog ​ 1 – 3 years ​ Licenses 3 years ​ Customer relationships 3 – 9 years ​ In-process research and development ​ 3 years ​ Trademarks and tradenames 5 years ​ Non-compete agreements ​ Contractual term ​ ​ The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment. 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. Refer to Note 6—Goodwill for further details. ​ Goodwill ​ Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company tests goodwill for impairment annually during the fourth quarter of the fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations. ​ 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, 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). For the quantitative impairment test we estimate 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, 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. ​ 89 Table of Contents 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, the Company could recognize future impairment charges, the amount of which could be material. ​ Product Warranty ​ The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. Product warranty reserves are recorded in other current liabilities. 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 ​ As of April 30, 2026 and 2025, the Company accrued sales commissions in other current liabilities of $ 14,974,000 and $ 6,535,000 , respectively. ​ Self-Insurance Liability ​ The Company is self-insured for employee medical claims, subject to individual and aggregate stop loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. 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. ​ 90 Table of Contents 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. ​ Income Taxes ​ 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. The provision for income taxes reflects the taxes to be paid for the period and the change during the period in the deferred income tax assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For uncertain tax positions, the Company determines whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. 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 reevaluates the deferred tax asset in the period the acquisition closes and reverses the deferred tax asset to tax expense for deductible expenses. ​ Customer Advances ​ The Company receives advances, performance-based payments and progress payments from customers that may exceed costs incurred on certain contracts, including contracts with agencies of the U.S. government resulting in contract liabilities. These advances are classified as customer advances and will be offset against billings. ​ Revenue Recognition ​ 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, 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”). ​ Performance Obligations ​ A performance obligation is a promise in a contract to transfer distinct goods or services to a customer, and it is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized when each performance obligation under the terms of a contract is satisfied. Revenue is measured at the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. 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 91 Table of Contents 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. ​ Contract modifications are routine in the performance of the Company’s contracts. In most instances, contract modifications are for additional goods and/or services that are distinct and, therefore, accounted for as new contracts. ​ Performance obligations are satisfied over time if the customer receives the benefits as the Company performs, if the customer controls the asset as it is being developed or produced, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for the Company’s costs incurred to date plus a reasonable margin. 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. 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. 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. Incurred costs represent work performed, which correspond with, and thereby best depict, transfer of control to the customer. Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts. ​ 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 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 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 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. ​ 92 Table of Contents Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer. ​ 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. The Company generally estimates such variable consideration as the most likely amount. In addition, the Company includes the estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical award experience, anticipated performance and the Company’s best judgment at the time. Based on experience in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. ​ As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, 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. In the period undefinitized contract actions or unpriced change orders become definitized, a cumulative catch-up adjustment is recorded to reflect the final consideration, which could have a material positive or negative impact. ​ If at any time the estimate of contract profitability indicates an anticipated loss on the contract and the contract falls under the scope of onerous contract guidance, contracts for which specifications are provided by the customer for the construction of facilities or the production of goods or the provision of related services, the Company recognizes the total loss in the quarter it is identified, and it is recorded in other current liabilities. The balance of forward loss reserves as of April 30, 2026 and April 30, 2025 was $ 6,103,000 and $ 104,000 , respectively. 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. 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 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 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 . ​ 93 Table of Contents Revenue by Category ​ 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 operating group ​ 2026 ​ ​ ​ 2025 ​ 2024 Uncrewed Aircraft Systems ​ $ 363,878 ​ $ 352,019 ​ $ 407,671 Precision Strike and Defense Systems ​ ​ 848,342 ​ ​ 359,433 ​ ​ 192,587 Other ​ ​ 145,857 ​ ​ 109,175 ​ ​ 116,462 Space and Directed Energy ​ ​ 273,404 ​ ​ — ​ ​ — Cyber and Mission Solutions ​ ​ 345,364 ​ ​ — ​ ​ — Total revenue ​ $ 1,976,845 ​ $ 820,627 ​ $ 716,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ April 30, ​ April 30, ​ April 30, Revenue by contract type ​ 2026 ​ ​ ​ 2025 ​ 2024 FFP ​ $ 1,384,333 ​ $ 746,190 ​ $ 634,266 Cost Plus ​ ​ 454,113 ​ ​ 67,986 ​ ​ 77,458 T&M ​ 138,399 ​ 6,451 ​ 4,996 Total revenue ​ $ 1,976,845 ​ $ 820,627 ​ $ 716,720 ​ Each of these contract types presents advantages and disadvantages. Typically, the Company assumes more risk with FFP contracts. However, these types of contracts generally offer additional profits when the Company completes the work for less than originally estimated. CPFF contracts generally subject the Company to lower risk. Accordingly, the associated base fees are usually lower than fees on FFP contracts. Under T&M contracts, the Company’s profit may vary if actual labor hour rates vary significantly from the negotiated rates. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ April 30, ​ April 30, ​ April 30, Revenue by customer category ​ 2026 ​ ​ ​ 2025 ​ 2024 U.S. government ​ $ 1,688,719 ​ $ 613,053 ​ $ 544,885 Non-U.S. government ​ ​ 288,126 ​ ​ 207,574 ​ ​ 171,835 Total revenue ​ $ 1,976,845 ​ $ 820,627 ​ $ 716,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ April 30, ​ April 30, ​ April 30, Revenue by geographic location ​ 2026 ​ ​ ​ 2025 ​ 2024 Domestic ​ $ 1,420,437 ​ $ 390,744 ​ $ 271,727 International ​ ​ 556,408 ​ ​ 429,883 ​ ​ 444,993 Total revenue ​ $ 1,976,845 ​ $ 820,627 ​ $ 716,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ April 30, ​ April 30, ​ April 30, Revenue percentage by recognition method ​ 2026 ​ ​ ​ 2025 ​ 2024 Over time ​ ​ 70 % ​ ​ 57 % ​ ​ 43 % Point in time ​ ​ 30 % ​ ​ 43 % ​ ​ 57 % Total revenue ​ ​ 100 % ​ ​ 100 % ​ ​ 100 % ​ Contract Balances ​ 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 94 Table of Contents 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. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities recorded in customer advances on the consolidated balance sheets. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. For the Company’s product revenue, the Company generally receives cash payments subsequent to satisfying the performance obligation via delivery of the product, resulting in billed accounts receivable. Changes in the contract asset and liability balances during the years ended April 30, 2026 or 2025 were not materially impacted by any other factors. For the Company’s contracts, there are no significant gaps between the receipt of payment and the transfer of the associated goods and services to the customer for material amounts of consideration. ​ Revenue recognized for the years ended April 30, 2026, 2025, and 2024 that was included in contract liability balances at the beginning of each year were $ 12,331,000 , $ 9,980,000 and $ 13,757,000 , respectively. ​ Cost to Fulfill a Contract with a Customer ​ The Company recognizes assets for the costs to fulfill a contract with a customer if the costs are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered in accordance with ASC 340-40 Other Assets and Deferred Costs: Contracts with Customers . 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, 2026 and 2025, the Company’s costs to fulfill were $ 0 and $ 1,948,000 , respectively. ​ Stock-Based Compensation ​ Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the respective award. No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited. ​ Long-Term Incentive Awards ​ For long-term incentive awards outstanding as of April 30, 2026, the awards include time-based awards which vest equally over three years and performance-based awards which vest based on the achievement of a target payout established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company’s achievement of such targets. Payouts are made in shares of restricted stock which become immediately vested upon issuance. ​ At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised. ​ Research and Development ​ Internally funded R&D costs sponsored by the Company relate to both U.S. government products and services and those for commercial and foreign customers. Internally funded R&D costs for the Company are recoverable and allocable under government contracts in accordance with U.S. government procurement regulations. ​ 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 95 Table of Contents 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. The related cost of sales for customer-funded R&D totaled $ 209,656,000 , $ 58,028,000 and $ 62,181,000 for the years ended April 30, 2026, 2025 and 2024, respectively. ​ Lease Accounting ​ The Company leases certain buildings, land and equipment. At contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. ​ The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years , some of which may include options to extend the lease for up to ten years , and some of which may include options to terminate the lease after one to twelve months . If the Company determines the option to extend or terminate is reasonably certain, it is included in the determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term. ​ 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 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. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. ​ 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 or purchase the underlying asset. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease. ​ Advertising Costs ​ Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were $ 1,445,000 , $ 416,000 and $ 457,000 for the years ended April 30, 2026, 2025 and 2024, respectively. ​ Foreign Currency Transactions ​ Foreign currency transaction gains and losses are charged or credited to earnings as incurred. 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. ​ 96 Table of Contents The reconciliation of diluted to basic shares is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to AeroVironment, Inc. ​ $ ( 265,122,000 ) ​ $ 43,619,000 ​ $ 59,666,000 ​ Denominator for basic earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares ​ 49,087,346 ​ 28,018,656 ​ 27,203,417 ​ Dilutive effect of employee stock options, restricted stock and restricted stock units ​ — ​ 154,832 ​ 124,576 ​ Denominator for diluted earnings per share ​ ​ 49,087,346 ​ ​ 28,173,488 ​ ​ 27,327,993 ​ ​ During the years ended April 30, 2026, 2025 and 2024, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. 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 344,578 ; 393 and 1,000 for the years ended April 30, 2026, 2025 and 2024, respectively. ​ Recently Adopted Accounting Standards ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires updates to the rate reconciliation, income taxes paid and other disclosures. 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses included in each expense caption on the face of the income statement at interim and annual reporting periods. 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 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. ​ 97 Table of Contents 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. ​ 2. Investments ​ Investments consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ 2026 ​ ​ ​ 2025 Short-term investments: ​ (In thousands) Available-for-sale securities: ​ ​ ​ ​ ​ ​ U.S. government securities ​ ​ 137,759 ​ ​ — Corporate securities ​ ​ 117,213 ​ ​ — Total short-term investments ​ $ 254,972 ​ $ — Long-term investments: ​ ​ ​ ​ ​ ​ Available-for-sale securities: ​ ​ ​ ​ ​ ​ U.S. government securities ​ ​ 14,106 ​ ​ — Corporate securities ​ ​ 6,953 ​ ​ — Investments at cost ​ ​ 8,000 ​ ​ — Equity securities and warrants ​ ​ — ​ ​ 1,204 Total long-term available-for-sale securities investments ​ $ 29,059 ​ $ 1,204 Equity method investments ​ ​ ​ ​ ​ ​ Investments in limited partnership funds ​ 52,069 ​ 30,423 Total equity method investments ​ 52,069 ​ 30,423 Total long-term investments ​ $ 81,128 ​ $ 31,627 ​ 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 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ ​ ​ Gains ​ Losses ​ Value Corporate securities ​ $ 124,306 ​ ​ 1 ​ ​ ( 142 ) ​ $ 124,165 U.S. government securities ​ ​ 151,940 ​ $ 1 ​ $ ( 75 ) ​ ​ 151,866 Total available-for-sale securities ​ $ 276,246 ​ $ 2 ​ $ ( 217 ) ​ $ 276,031 ​ 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 . 98 Table of Contents ​ 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, ​ ​ 2026 ​ ​ ​ 2025 ​ 2024 Net gain (loss) recognized during the period on equity securities ​ $ 11,720 ​ $ 177 ​ $ ( 3,945 ) Less: Net gain recognized during the period on equity securities sold during the period ​ ​ 11,720 ​ ​ — ​ ​ — Unrealized gain (loss) recognized during the period on equity securities still held at the reporting date ​ $ — ​ $ 177 ​ $ ( 3,945 ) ​ 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. ​ ​ 3. Fair Value Measurements ​ Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows: ​ ● Level 1—Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. ​ ● Level 2—Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data. ​ ● Level 3—Inputs to the valuation that are unobservable inputs for the asset or liability. ​ The Company’s financial assets measured at fair value on a recurring basis at April 30, 2026, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted prices in ​ other ​ Significant ​ ​ ​ ​ ​ ​ active markets for ​ observable ​ unobservable ​ ​ ​ ​ ​ ​ identical assets ​ inputs ​ inputs ​ ​ ​ ​ Description ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total ​ Available-for-sale securities ​ $ — ​ $ 276,031 ​ $ — ​ $ 276,031 ​ Total ​ $ — ​ $ 276,031 ​ $ — ​ $ 276,031 ​ 99 Table of Contents ​ ​ The Company had no financial liabilities measured at fair value on a recurring basis at April 30, 2026. ​ The Company’s financial assets measured at fair value on a recurring basis at April 30, 2025, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement Using ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted prices in ​ other ​ Significant ​ ​ ​ ​ ​ active markets for ​ observable ​ unobservable ​ ​ ​ ​ ​ identical assets ​ inputs ​ inputs ​ ​ ​ Description ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ Total Equity securities ​ $ 1,080 ​ $ — ​ $ — ​ $ 1,080 Warrants ​ ​ — ​ ​ 124 ​ ​ — ​ ​ 124 Total ​ $ 1,080 ​ $ 124 ​ $ — ​ $ 1,204 ​ The Company had no financial liabilities measured at fair value on a recurring basis at April 30, 2025. ​ 4. Inventories, net ​ Inventories consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) Raw materials ​ $ 156,200 ​ $ 52,567 ​ Work in process ​ 73,289 ​ 73,434 ​ Finished goods ​ 119,957 ​ 46,761 ​ Inventories, gross ​ 349,446 ​ 172,762 ​ Reserve for inventory excess and obsolescence ​ ( 36,590 ) ​ ( 28,672 ) ​ Inventories, net ​ $ 312,856 ​ $ 144,090 ​ ​ For the fiscal years ended April 30, 2026, 2025 and 2024, the Company recorded inventory reserve charges of $ 8,460,000 , $ 2,882,000 and $ 13,937,000 , respectively. ​ 5. Intangibles, net ​ The components of intangibles are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ April 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Technology ​ $ 585,970 ​ $ 101,645 ​ Licenses ​ ​ 1,008 ​ ​ 1,008 ​ Customer relationships ​ ​ 618,730 ​ ​ 77,588 ​ Backlog ​ ​ 58,131 ​ ​ 2,963 ​ In-process research and development ​ ​ 550 ​ ​ 550 ​ Non-compete agreements ​ ​ 3,320 ​ ​ 320 ​ Trademarks and tradenames ​ ​ 3,668 ​ ​ 1,668 ​ Other ​ ​ 146 ​ ​ 146 ​ Intangibles, gross ​ ​ 1,271,523 ​ ​ 185,888 ​ Less accumulated amortization ​ ( 341,697 ) ​ ( 137,177 ) ​ Intangibles, net ​ $ 929,826 ​ $ 48,711 ​ ​ 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. ​ 100 Table of Contents 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. ​ 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. ​ Estimated amortization expense for the next five years is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ending ​ ​ April 30, 2027 ​ $ 173,032 ​ 2028 ​ 165,242 ​ 2029 ​ 160,271 ​ 2030 ​ 137,236 ​ 2031 ​ 78,624 ​ ​ ​ $ 714,405 ​ ​ ​ ​ 6. Goodwill ​ The following table presents the changes in the Company’s goodwill balance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AxS ​ SCDE ​ Total Goodwill ​ $ 431,157 ​ $ — ​ $ 431,157 Accumulated impairment losses ​ ​ ( 174,376 ) ​ ​ — ​ ​ ( 174,376 ) Balance at April 30, 2025 ​ ​ 256,781 ​ ​ — ​ ​ 256,781 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to goodwill ​ ​ 1,027,665 ​ ​ 1,449,940 ​ ​ 2,477,605 Impairment to goodwill ​ ​ — ​ ​ ( 240,708 ) ​ ​ ( 240,708 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ ​ 1,458,822 ​ ​ 1,449,940 ​ ​ 2,908,762 Accumulated impairment losses ​ ​ ( 174,376 ) ​ ​ ( 240,708 ) ​ ​ ( 415,084 ) Balance at April 30, 2026 ​ $ 1,284,446 ​ $ 1,209,232 ​ $ 2,493,678 ​ 101 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AxS ​ SCDE ​ Total Goodwill ​ $ 431,669 ​ $ — ​ $ 431,669 Accumulated impairment losses ​ ​ ( 156,017 ) ​ ​ — ​ ​ ( 156,017 ) Balance at April 30, 2024 ​ ​ 275,652 ​ ​ — ​ ​ 275,652 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change to goodwill ​ ​ ( 512 ) ​ ​ — ​ ​ ( 512 ) Impairment of goodwill ​ ​ ( 18,359 ) ​ ​ — ​ ​ ( 18,359 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ ​ 431,157 ​ ​ — ​ ​ 431,157 Accumulated impairment losses ​ ​ ( 174,376 ) ​ ​ — ​ ​ ( 174,376 ) Balance at April 30, 2025 ​ $ 256,781 ​ $ — ​ $ 256,781 ​ 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. 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. ​ 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. 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. The changes in estimates resulted in 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 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. ​ 102 Table of Contents 7. Property and Equipment, net ​ Property and equipment, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ (In thousands) ​ In-service ISR assets ​ ​ 3,987 ​ ​ 1,486 ​ Land, building, and leasehold improvements ​ ​ 85,143 ​ ​ 31,472 ​ Machinery and equipment ​ 185,263 ​ 131,236 ​ Furniture and fixtures ​ 12,028 ​ 7,324 ​ Computer equipment and software ​ 61,930 ​ 50,617 ​ Construction in process ​ 24,622 ​ 8,304 ​ Property and equipment, gross ​ 372,973 ​ 230,439 ​ Less accumulated depreciation and amortization ​ ( 206,254 ) ​ ( 179,735 ) ​ Property and equipment, net ​ $ 166,719 ​ $ 50,704 ​ ​ Depreciation expense for the years ended April 30, 2026, 2025 and 2024 was $ 35,830,000 , $ 17,063,000 and $ 17,098,000 , respectively. ​ 8. Investments in Companies Accounted for Using the Equity Method ​ Investment in Limited Partnership Fund ​ 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. 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. 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. For the fiscal years ended April 30, 2026, 2025 and 2024, the Company recorded its ownership percentage of the net gain (loss) of the limited partnership, or $ 17,441,000 , $ 4,816,000 , and $( 1,782,000 ) respectively, in equity method investment income (loss), net of deferred taxes $ 0 , respectively, in the consolidated statements of income (loss). 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. ​ ​ ​ 9. Warranty Reserves ​ Warranty reserve activity is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) Beginning balance ​ $ 4,189 ​ $ 5,538 ​ Balance acquired from acquisition ​ ​ 2,274 ​ ​ — ​ Warranty expense ​ 9,006 ​ 1,151 ​ Change in estimate ​ ​ ( 1,655 ) ​ ​ — ​ Warranty costs settled ​ ( 5,080 ) ​ ( 2,500 ) ​ Ending balance ​ $ 8,734 ​ $ 4,189 ​ ​ ​ ​ 103 Table of Contents 10. Debt ​ 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. Bank National Association, as joint lead arrangers and joint bookrunners (the “Credit Agreement”). 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”). ​ 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 . On October 4, 2024, the Company entered into a Third 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 “New Lender”) (the “Third Amendment to Credit Agreement”). 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 $ 700,000,000 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. ​ 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. 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. ​ 104 Table of Contents Long-term debt and the current period interest rates were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ April 30, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) ​ (In thousands) Revolving credit facility ​ $ — ​ $ 30,000 Convertible notes ​ ​ 747,500 ​ ​ — Total long-term debt ​ ​ 747,500 ​ ​ 30,000 Less unamortized debt issuance costs–convertible notes ​ ​ 18,533 ​ ​ — Total long-term debt, net of unamortized debt issuance costs–convertible notes ​ $ 728,967 ​ $ 30,000 Unamortized debt issuance costs–revolving credit facility ​ $ 1,745 ​ $ 1,281 Current period interest rate ​ ​ — ​ ​ 5.9 % ​ Future contractual long-term debt principal payments at April 30, 2026 were as follows: ​ ​ ​ ​ ​ Fiscal Year ​ (In thousands) 2027 ​ $ — 2028 ​ ​ — 2029 ​ ​ — 2030 ​ ​ — 2031 ​ ​ 747,500 ​ ​ $ 747,500 ​ ​ 11. 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 105 Table of Contents 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. ​ 106 Table of Contents 12. Leases ​ The components of lease costs recorded in cost of sales and SG&A expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ April 30, ​ April 30, ​ ​ ​ ​ 2026 ​ 2025 Operating lease cost ​ $ 25,426 ​ $ 10,163 Short term lease cost ​ ​ 1,442 ​ ​ 822 Variable lease cost ​ ​ 3,880 ​ ​ 1,627 Sublease income ​ ​ — ​ ​ — Total lease costs, net ​ $ 30,748 ​ $ 12,612 ​ Supplemental lease information was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ April 30, ​ April 30, ​ ​ ​ ​ 2026 ​ 2025 ​ ​ (In thousands) ​ (In thousands) Cash paid for amounts included in the measurement of operating lease liabilities ​ $ 23,708 ​ $ 10,229 Right-of-use assets obtained in exchange for new lease liabilities ​ $ 6,699 ​ $ 10,099 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ 71 months ​ ​ 48 months Weighted average discount rate ​ ​ 6.7 % ​ ​ 5.4 % ​ Maturities of operating lease liabilities as of April 30, 2026 were as follows (in thousands): ​ ​ ​ ​ ​ Fiscal Year ​ ​ ​ 2027 ​ $ 23,263 2028 ​ 25,143 2029 ​ 22,449 2030 ​ 17,597 2031 ​ 11,803 Thereafter ​ ​ 34,089 Total lease payments ​ $ 134,344 Less: imputed interest ​ ​ ( 28,522 ) Total present value of operating lease liabilities ​ $ 105,822 ​ ​ 13. Stock-Based Compensation ​ For the years ended April 30, 2026, 2025 and 2024, the Company recorded stock-based compensation expense of approximately $ 38,334,000 , $ 21,461,000 and $ 17,069,000 , respectively. ​ 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. 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. 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. ​ 107 Table of Contents 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”). The Restated 2006 Plan expired in July 2021. ​ On September 19, 2023, the stockholders of the Company approved the Company’s 2023 Employee Stock Purchase Plan (the “2023 ESPP”). The 2023 ESPP allows for eligible employees to purchase common stock through payroll deductions of up to $ 25,000 worth of common stock (determined at the fair market value of the shares at the time such rights are granted) for each calendar year in which the purchase rights are outstanding at any time. Shares of common stock are purchased under the 2023 ESPP at a discount to the market price of the shares of no less than 85 % of the fair market value of the Company’s common stock on each purchase date. 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. 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. Assumptions included in the option pricing model included the expected term of grants, the expected volatility, the risk-free interest rate, and the expected dividend yield. The expected term of stock options represents the weighted average period the Company expects the grants to remain outstanding, based on the offering period of the grant. The expected volatility is based on historical volatility for the Company’s stock. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero coupon bond with a remaining term that approximates the expected term of the option. 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. ​ The fair value of stock options granted previously was estimated at the grant date using the Black-Scholes option pricing model. Assumptions included in the Black-Scholes option pricing model included the expected term of stock options, the expected volatility, the risk-free interest rate, and the expected dividend yield. The expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company’s historical exercise and post-vesting cancellation experience and the remaining contractual life of its outstanding options. The expected volatility is based on historical volatility for the Company’s stock. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon bond with a remaining term that approximates the expected term of the option. 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. ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Exercise ​ ​ Shares ​ Price Outstanding at April 30, 2023 66,164 ​ 27.82 Options granted — ​ — Options exercised — ​ — Options canceled — ​ — Outstanding at April 30, 2024 66,164 ​ 27.82 Options granted — ​ — Options exercised ( 66,164 ) ​ 27.82 Options canceled — ​ — Outstanding 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. Proceeds from all option exercises under all stock option plans for the years ended April 30, 2025 and 2024 108 Table of Contents 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. 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Plan ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Unvested stock at April 30, 2025 162,140 ​ $ 127.71 Stock granted 123,315 ​ 229.31 Stock vested ( 78,908 ) ​ 118.65 Stock canceled ( 18,010 ) ​ 186.40 Unvested stock at April 30, 2026 188,537 ​ $ 192.48 ​ Information related to the Company’s restricted stock units at April 30, 2026 and for the year then ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Plan ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Unvested stock at April 30, 2025 3,178 ​ $ 125.00 Stock granted 485 ​ ​ 278.07 Stock vested ( 1,559 ) ​ 116.29 Stock canceled ( 113 ) ​ 175.67 Unvested stock at April 30, 2026 1,991 ​ $ 166.24 ​ ​ 14. Long-Term Incentive Awards ​ 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 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 109 Table of Contents $ 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 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 each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised. ​ 15. Income Taxes ​ The components of income/(loss) before income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ 2026 ​ 2025 ​ 2024 Domestic ​ $ ( 298,407 ) ​ $ 68,814 ​ $ 68,968 ​ Foreign ​ ​ ( 7,215 ) ​ ( 29,150 ) ​ ( 5,737 ) ​ (Loss) income before income taxes ​ ​ ( 305,622 ) ​ ​ 39,664 ​ ​ 63,231 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity method investment income (loss) ​ ​ 17,441 ​ ​ 4,837 ​ ​ ( 1,674 ) ​ Total (loss) income before income taxes ​ $ ( 288,181 ) ​ $ 44,501 ​ $ 61,557 ​ ​ The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded. The foreign subsidiaries do not have any undistributed earnings. ​ 110 Table of Contents A reconciliation of income tax expense/(benefit) computed using the U.S. federal statutory rates to actual income tax expense is as follows (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ ​ Dollars ​ Percentages ​ ​ ​ Dollars ​ Percentages ​ ​ ​ Dollars ​ Percentages ​ U.S. federal statutory income tax rate ​ $ ( 64,181 ) ​ 21.0 % ​ $ 8,329 ​ 21.0 % ​ $ 12,927 ​ 21.0 % State income taxes, net of federal benefit ​ ​ ( 4,558 ) ​ 1.5 ​ ​ ​ ( 987 ) ​ ( 2.5 ) ​ ​ ​ 569 ​ 0.9 ​ Effect of cross-border tax laws: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign-derived intangible income ​ ​ — ​ — ​ ​ ​ ( 7,830 ) ​ ( 19.7 ) ​ ​ ​ ( 9,831 ) ​ ( 16.0 ) ​ Tax Credits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development credits ​ ​ ( 8,290 ) ​ 2.7 ​ ​ ​ ( 5,263 ) ​ ( 13.3 ) ​ ​ ​ ( 4,831 ) ​ ( 7.8 ) ​ Changes in valuation allowance ​ ​ ( 2,665 ) ​ 0.9 ​ ​ ​ 84 ​ 0.2 ​ ​ ​ 931 ​ 1.6 ​ Nontaxable or nondeductible items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Limit on executive compensation ​ ​ 5,958 ​ ( 1.9 ) ​ ​ ​ 2,646 ​ 6.7 ​ ​ ​ 1,687 ​ 2.7 ​ Excess benefit relating to stock-based compensation ​ ​ ( 5,040 ) ​ 1.6 ​ ​ ​ ( 2,997 ) ​ ( 7.6 ) ​ ​ ​ ( 389 ) ​ ( 0.6 ) ​ Goodwill impairment ​ ​ 44,438 ​ ( 14.5 ) ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Acquisition related costs ​ ​ 3,426 ​ ( 1.1 ) ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Other Perms ​ ​ 4,185 ​ ( 1.5 ) ​ ​ ​ 1,515 ​ 3.8 ​ ​ ​ 536 ​ 0.8 ​ Changes in unrecognized tax benefit ​ ​ 2,321 ​ ( 0.8 ) ​ ​ ​ 459 ​ 1.2 ​ ​ ​ ( 370 ) ​ ( 0.6 ) ​ Foreign Tax Effects: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate different from US ​ ​ ( 719 ) ​ 0.2 ​ ​ ​ ( 2,603 ) ​ ( 6.6 ) ​ ​ ​ ( 293 ) ​ ( 0.5 ) ​ Goodwill impairment ​ ​ — ​ — ​ ​ ​ 5,477 ​ 13.8 ​ ​ ​ — ​ — ​ Change in valuation allowance ​ ​ 1,653 ​ ( 0.5 ) ​ ​ ​ 2,213 ​ 5.6 ​ ​ ​ — ​ — ​ Other Adjustments ​ ​ 413 ​ ( 0.1 ) ​ ​ ​ ( 161 ) ​ ( 0.4 ) ​ ​ ​ 955 ​ 1.5 ​ Effective income tax rate ​ $ ( 23,059 ) ​ 7.5 % ​ $ 882 ​ 2.2 % ​ $ 1,891 ​ 3.0 % ​ The components of the (benefit from) provision for income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ ( 349 ) ​ $ 21,901 ​ $ 20,990 ​ State ​ 3,896 ​ ( 320 ) ​ 1,511 ​ Foreign ​ ​ 523 ​ ​ — ​ ​ ( 76 ) ​ ​ ​ 4,070 ​ 21,581 ​ 22,425 ​ Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ( 19,494 ) ​ ( 19,301 ) ​ ( 18,844 ) ​ State ​ ( 7,635 ) ​ ( 734 ) ​ ( 625 ) ​ Foreign ​ ​ — ​ ​ ( 664 ) ​ ​ ( 1,065 ) ​ ​ ​ ( 27,129 ) ​ ( 20,699 ) ​ ( 20,534 ) ​ Total income tax expense (benefit) ​ $ ( 23,059 ) ​ $ 882 ​ $ 1,891 ​ ​ 111 Table of Contents Significant components of the Company’s deferred income tax assets and liabilities are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Deferred income tax assets: ​ ​ ​ ​ ​ ​ ​ Accrued expenses ​ $ 6,435 ​ $ 2,367 ​ Stock based compensation ​ ​ 5,467 ​ ​ 3,728 ​ Allowances, reserves, and other ​ 564 ​ — ​ Unrealized loss on securities ​ 1,704 ​ 3,787 ​ Net operating loss and credit carry-forwards ​ 75,001 ​ 21,620 ​ 163(J) disallowed interest expense carry-forward ​ ​ 28,083 ​ ​ — ​ Acquisition related costs ​ ​ 6,263 ​ ​ 4,299 ​ Capitalized research and development costs ​ ​ 59,288 ​ ​ 57,266 ​ Reserve for inventory excess and obsolescence ​ 8,257 ​ 6,306 ​ Lease liability ​ ​ 30,436 ​ ​ 8,226 ​ Total deferred income tax assets ​ 221,498 ​ 107,599 ​ Deferred income tax liabilities: ​ ​ ​ ​ ​ ​ ​ Fixed asset basis ​ ( 22,416 ) ​ ( 3,160 ) ​ Allowances, reserves, and other ​ ​ ( 5,517 ) ​ ​ ( 1,895 ) ​ Outside basis difference ​ ​ ( 38 ) ​ ​ ( 38 ) ​ Right-of-use asset ​ ​ ( 28,749 ) ​ ​ ( 7,645 ) ​ Intangibles basis ​ ​ ( 185,053 ) ​ ​ ( 6,631 ) ​ Total deferred income tax liabilities ​ ( 241,773 ) ​ ( 19,369 ) ​ Valuation allowance ​ ( 30,219 ) ​ ( 26,770 ) ​ Net deferred tax assets ​ $ ( 50,494 ) ​ $ 61,460 ​ ​ 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 . These credits carryforward indefinitely. ​ At April 30, 2026, the Company had federal, state and foreign net operating loss carryforwards of approximately $ 180,315,000 , $ 170,408,000 and $ 11,118,000 , respectively. The federal net operating losses carry forward indefinitely. The state net operating losses will begin expiring in fiscal year 2036, and foreign net operating losses carry forward indefinitely. 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, 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. ​ 112 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Balance as of May 1 ​ $ 13,429 ​ $ 13,601 ​ Increases related to prior year tax positions ​ 62 ​ 30 ​ Decreases related to prior year tax positions ​ ( 141 ) ​ ( 18 ) ​ Increases related to current year tax positions ​ 3,588 ​ 1,582 ​ Decreases related to lapsing of statute of limitations ​ ( 742 ) ​ ( 1,766 ) ​ Balance as of April 30 ​ $ 16,196 ​ $ 13,429 ​ ​ The Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2026 and 2025, the Company had accrued approximately $ 1,609,000 and $ 454,000 , respectively, of interest and penalties related to uncertain tax positions. The 2021 to 2024 tax years remain open to examination by the IRS for federal income taxes. The tax years 2019 to 2024 remain open for major state taxing jurisdictions. ​ The following table summarized income taxes paid for the year ended April 30, 2026, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ Year Ended April 30, ​ Year Ended April 30, ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Federal ​ $ 2,250 ​ $ 24,175 ​ $ 17,387 ​ State: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alabama ​ ( 272 ) ​ ​ ​ ​ ​ California ​ ​ 514 ​ ​ ​ ​ ​ ​ ​ Florida ​ 351 ​ ​ ​ ​ ​ Maryland ​ ​ 204 ​ ​ ​ ​ ​ ​ ​ Other ​ 174 ​ 682 ​ 2,533 ​ Foreign: ​ ​ ​ ​ ​ ​ ​ Germany ​ ​ 385 ​ ​ ( 226 ) ​ ​ 518 ​ Total income taxes paid ​ $ 3,606 ​ $ 24,631 ​ $ 20,438 ​ ​ ​ ​ 113 Table of Contents 16. 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. ​ 17. Accumulated Other Comprehensive Loss ​ The components of accumulated other comprehensive loss are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Total Accumulated ​ ​ ​ Available-for- ​ Currency Translation ​ Other ​ ​ ​ ​ ​ Sale Securities ​ Adjustments ​ Comprehensive Loss ​ Total accumulated other comprehensive loss balance as of April 30, 2025 ​ $ — ​ $ ( 6,514 ) ​ $ ( 6,514 ) ​ Unrealized loss, net of $ 0 of taxes ​ ​ ( 215 ) ​ ​ — ​ ​ ( 215 ) ​ Changes in foreign currency translation adjustments ​ ​ — ​ ​ 1,094 ​ ​ 1,094 ​ Total accumulated other comprehensive loss balance as of April 30, 2026 ​ $ ( 215 ) ​ $ ( 5,420 ) ​ $ ( 5,635 ) ​ ​ ​ 18. Commitments and Contingencies ​ Commitments ​ The Company’s operations are primarily conducted in leased facilities. Refer to Note 12—Leases for additional information. ​ Contingencies ​ The Company is subject to legal proceedings and claims which arise out of the ordinary course of its business. Although adverse decisions or settlements may occur, the Company, in consultation with legal counsel, believes that the final disposition of such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. ​ The Company’s ability to borrow under the Revolving Facility is reduced by outstanding letters of credit. Refer to Note 10—Debt for additional information. ​ Contract Cost Audits ​ 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. The final rates, if different from the provisional rates, may create an additional receivable or liability for the Company. ​ 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 114 Table of Contents audits. 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 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. ​ 19. Business Acquisitions ​ 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; leases; details surrounding tax matters; and assumptions underlying certain existing or potential reserves, such as those for inventory and legal matters (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 16, ​ ​ ​ 2026 ​ Fair value of assets acquired: ​ ​ ​ ​ Accounts receivable ​ $ 7,545 ​ Unbilled receivables and retentions ​ ​ 25,004 ​ Inventories, net ​ ​ 44 ​ Prepaid expenses and other current assets ​ ​ 2,715 ​ Property and equipment ​ ​ 1,606 ​ Operating lease right-of-use assets ​ ​ 10,923 ​ Intangibles ​ ​ 55,300 ​ Goodwill ​ ​ 110,177 ​ Total identifiable assets ​ $ 213,314 ​ ​ ​ ​ ​ ​ Fair value of liabilities assumed: ​ ​ ​ ​ Accounts payable ​ $ 5,776 ​ Wages and related accruals ​ ​ 2,435 ​ Customer advances ​ ​ 702 ​ Current operating lease liabilities ​ ​ 1,964 ​ Other current liabilities ​ ​ 816 ​ Non-current operating lease liabilities ​ ​ 8,960 ​ Income taxes payable (non-current) ​ ​ 2,874 ​ Deferred income taxes ​ ​ 11,878 ​ Total liabilities assumed ​ ​ 35,405 ​ Total identifiable net assets ​ $ 177,909 ​ 115 Table of Contents ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ April 30, ​ April 30, ​ ​ 2026 ​ 2025 Revenue ​ $ 2,056,180 ​ $ 863,041 Net (loss) income ​ $ ( 257,092 ) ​ $ 33,836 ​ 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 that would have been charged and including the results of ESAero prior to acquisition. ​ 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 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. 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) ​ Amount Equity consideration transferred $ 2,640,365 Settlement of BlueHalo’s transaction expenses ​ 25,214 Settlement of BlueHalo’s debt ​ 863,207 Merger consideration $ 3,528,786 Less cash acquired ​ ( 43,841 ) Fair value of consideration transferred $ 3,484,945 116 Table of Contents ​ 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): ​ ​ ​ ​ ​ ​ ​ May 1, ​ ​ 2025 Fair value of assets acquired: ​ ​ ​ Accounts receivable, net of allowance for credit losses of $ 420 at May 1, 2025 ​ ​ ​ $ 79,665 Unbilled receivables and retentions ​ ​ 96,414 Inventories, net ​ ​ 87,794 Income taxes receivable ​ ​ 3,941 Prepaid expenses and other current assets ​ ​ 13,628 Long-term investments ​ ​ 151 Property and equipment ​ ​ 87,841 Operating lease right-of-use assets ​ ​ 70,879 Intangibles ​ ​ 1,029,800 Goodwill ​ ​ 2,367,428 Other assets ​ ​ 1,086 Total identifiable assets ​ $ 3,838,627 ​ ​ ​ ​ Fair value of liabilities assumed: ​ ​ ​ Accounts payable ​ ​ 56,930 Wages and related accruals ​ ​ 43,031 Customer advances ​ ​ 42,700 Current operating lease liabilities ​ ​ 6,707 Other current liabilities ​ ​ 11,971 Non-current operating lease liabilities ​ ​ 64,720 Liability for uncertain tax positions ​ ​ 436 Deferred income taxes ​ ​ 127,187 Total liabilities assumed ​ ​ 353,682 Total identifiable net assets ​ $ 3,484,945 ​ 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. ​ 117 Table of Contents The following table summarizes the valuation of the fair value of intangible assets acquired (in thousands): ​ ​ ​ ​ ​ ​ ​ Fair Value Estimated Useful Life ​ ​ ​ Years Fair value of intangible assets acquired: ​ ​ ​ Backlog $ 49,900 1 - 2 Customer relationships ​ 499,500 4 - 9 Developed technology ​ 480,400 4 - 10 Intangible assets acquired $ 1,029,800 ​ ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ April 30, ​ April 30, ​ ​ 2026 ​ 2025 Revenue ​ $ 1,976,845 ​ $ 1,663,312 Net loss ​ $ ( 190,923 ) ​ $ ( 171,740 ) ​ 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 118 Table of Contents 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. The fair value of the shares issued was the closing price on September 15, 2023, the close of the Tomahawk purchase agreement. 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 features. 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 Tomahawk (in thousands): ​ ​ ​ ​ ​ ​ September 15, ​ ​ 2023 Fair value of assets acquired: ​ ​ ​ Accounts receivable ​ ​ ​ $ 2,314 Unbilled receivable ​ ​ 993 Inventories, net ​ ​ 2,882 Prepaid and other current assets ​ ​ 148 Property and equipment, net ​ ​ 1,789 Operating lease assets ​ ​ 1,337 Other assets ​ ​ 71 Technology ​ ​ 39,000 Customer relationship ​ ​ 4,800 Trademarks ​ ​ 1,600 Deferred tax asset ​ ​ 2,865 Goodwill ​ ​ 95,414 Total identifiable net assets ​ $ 153,213 ​ ​ ​ ​ Fair value of liabilities assumed: ​ ​ ​ Accounts payable ​ ​ 3,788 Wages and related accruals ​ ​ 620 Customer advances ​ ​ 1,648 Current operating lease liabilities ​ ​ 482 Other current liabilities ​ ​ 411 Non-current operating lease liabilities ​ ​ 855 Other non-current liabilities ​ ​ 7 Deferred income taxes ​ ​ 11,035 Total liabilities assumed ​ ​ 18,846 Total identifiable net assets ​ $ 134,367 ​ ​ ​ ​ Fair value of consideration transferred: ​ ​ ​ Equity consideration ​ $ 109,820 Cash consideration, net of cash acquired ​ ​ 24,157 Holdback ​ ​ 390 Total consideration ​ $ 134,367 ​ 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. ​ 119 Table of Contents The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Tomahawk and expected future customers in the UxS market. For income tax purposes the acquisition is treated as a stock acquisition, as such the goodwill associated with this purchase is not deductible. ​ Tomahawk Supplemental Pro Forma Information (unaudited) ​ Tomahawk revenue since acquisition on September 15, 2023 was $ 15,883,000 as of April 30, 2024. Other than the aforementioned revenue and intangible asset amortization expense of $ 5,730,000 for the year ended April 30, 2024 since the acquisition on September 15, 2023, the Tomahawk financial results were not significant. The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ April 30, ​ ​ ​ 2024 Revenue ​ $ 727,241 Net income ​ $ 57,273 ​ 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 30, 2022, reflecting the additional amortization that would have been charged and including the results of Tomahawk prior to acquisition. ​ The Company incurred approximately $ 1,873,000 of acquisition-related expenses for the fiscal year ended April 30, 2024. 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. ​ 20. Pension ​ 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. No other employees are eligible to participate. The Company has reinsurance policies taken out for participating former employees, which were pledged to the employees. The measurement date for the Company’s pension plan was April 30, 2026. ​ The table below includes the projected benefit obligation and fair value of plan assets. The net fair value of plan assets is recorded in other assets on the consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ April 30, ​ ​ 2026 ​ ​ (In thousands) Projected benefit obligation ​ $ ( 3,249 ) Fair value of plan assets ​ 3,862 Funded status of the plan ​ $ 613 ​ 120 Table of Contents Change in projected benefit obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 Pension benefit obligation balance as of April 30, 2025 and 2024, respectively ​ $ ( 3,335 ) ​ $ ( 3,246 ) Interest cost ​ ( 123 ) ​ ( 112 ) Actuarial loss ​ ​ 98 ​ ​ 16 Benefits paid ​ ​ 211 ​ ​ 190 Foreign currency exchange rate changes ​ ​ ( 100 ) ​ ​ ( 183 ) Pension benefit obligation balance as of April 30, 2026 and 2025, respectively ​ $ ( 3,249 ) ​ $ ( 3,335 ) ​ Change in plan assets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 Fair value of plan assets as of April 30, 2025 and 2024, respectively ​ $ 3,817 ​ $ 3,636 Expected return on plan assets ​ ​ 142 ​ ​ 162 Benefits paid ​ ​ ( 211 ) ​ ​ ( 190 ) Foreign currency exchange rate changes ​ ​ 114 ​ ​ 209 Fair value of plan assets as of April 30, 2026 and 2025, respectively ​ $ 3,862 ​ $ 3,817 ​ The accumulated benefit obligation is approximately equal to the projected benefit obligation. The plan assets consist of reinsurance policies for each of the three pension commitments. The reinsurance policies are fixed-income investments considered a level 2 fair value hierarchy based on observable inputs of the policy. The Company does not expect to make any contributions to the Plan in the fiscal year ending April 30, 2026. The projected benefit obligation and projected fair value of plan assets include the assumptions in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ Year Ended ​ ​ ​ April 30, ​ ​ April 30, ​ ​ ​ 2026 ​ ​ 2025 Discount rate ​ ​ 3.7 % ​ ​ 3.6 % In-payment benefits ​ 2.5 % ​ 2.5 % Expected return on plan assets ​ ​ 2.9 % ​ ​ 2.9 % ​ Expected benefits payments as of April 30, 2026 (in thousands): ​ ​ ​ ​ ​ 2026 ​ $ 211 2027 ​ ​ 218 2028 ​ 220 2029 ​ 222 2030 ​ ​ 224 2031-2035 ​ 1,124 Total expected benefit payments ​ $ 2,219 ​ Net periodic benefit cost is recorded in interest (expense) income, net (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ (In thousands) ​ (In thousands) ​ (In thousands) Actual return on plan assets ​ $ 142 ​ $ 162 ​ $ 52 Interest cost ​ ( 123 ) ​ ( 112 ) ​ ( 119 ) Actuarial gain (loss) ​ ​ 98 ​ ​ 16 ​ ​ ( 206 ) Net periodic benefit cost ​ $ 117 ​ $ 66 ​ $ ( 273 ) 121 Table of Contents ​ ​ 21. Segments ​ 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 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 ​ ​ ​ ​ AxS ​ ​ ​ SCDE ​ ​ ​ Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 1,142,762 ​ $ 272,587 ​ $ 1,415,349 Contract services ​ ​ 215,315 ​ ​ 346,181 ​ ​ 561,496 ​ ​ ​ 1,358,077 ​ ​ 618,768 ​ ​ 1,976,845 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales less intangible amortization and other purchase accounting adjustments ​ ​ 837,367 ​ ​ 546,127 ​ ​ 1,383,494 Intangible amortization included in cost of sales ​ ​ 48,901 ​ ​ 43,808 ​ ​ 92,709 SG&A less intangible amortization ​ ​ 208,673 ​ ​ 104,147 ​ ​ 312,820 Intangible amortization included in SG&A ​ ​ 41,688 ​ ​ 88,743 ​ ​ 130,431 Research and development ​ ​ 113,063 ​ ​ 14,615 ​ ​ 127,678 Impairment of goodwill ​ ​ — ​ ​ 240,708 ​ ​ 240,708 Other expense (income) ​ ​ ( 7,547 ) ​ ​ ( 3,439 ) ​ ​ ( 10,986 ) Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ 28,848 ​ ​ 13,049 ​ ​ 41,897 Amortization ​ ​ 90,589 ​ ​ 132,551 ​ ​ 223,140 Impairment of goodwill ​ ​ — ​ ​ 240,708 ​ ​ 240,708 Acquisition-related expenses ​ ​ 29,782 ​ ​ 18,388 ​ ​ 48,170 Amortization of cloud computing arrangement implementation ​ ​ 5,522 ​ ​ 14 ​ ​ 5,536 Equity securities investments activity, net ​ ​ ( 9,941 ) ​ ​ ( 1,779 ) ​ ​ ( 11,720 ) Stock-based compensation ​ ​ 27,920 ​ ​ 10,414 ​ ​ 38,334 Segment adjusted EBITDA ​ $ 288,652 ​ $ ( 2,596 ) ​ $ 286,056 ​ 122 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, 2025 ​ ​ ​ ​ AxS ​ ​ ​ SCDE ​ ​ ​ Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 692,722 ​ $ — ​ $ 692,722 Contract services ​ ​ 127,905 ​ ​ — ​ ​ 127,905 ​ ​ ​ 820,627 ​ ​ — ​ ​ 820,627 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales less intangible amortization and other purchase accounting adjustments ​ ​ 482,586 ​ ​ — ​ ​ 482,586 Intangible amortization included in cost of sales ​ ​ 19,405 ​ ​ — ​ ​ 19,405 SG&A less intangible amortization ​ ​ 154,752 ​ ​ — ​ ​ 154,752 Intangible amortization included in SG&A ​ ​ 4,001 ​ ​ — ​ ​ 4,001 Research and development ​ ​ 100,729 ​ ​ — ​ ​ 100,729 Impairment of goodwill ​ ​ 18,359 ​ ​ — ​ ​ 18,359 Other expense (income) ​ ​ ( 1,057 ) ​ ​ — ​ ​ ( 1,057 ) Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ 17,592 ​ ​ — ​ ​ 17,592 Amortization ​ ​ 23,406 ​ ​ — ​ ​ 23,406 Impairment of goodwill ​ ​ 18,359 ​ ​ — ​ ​ 18,359 Acquisition-related expenses ​ ​ 19,290 ​ ​ — ​ ​ 19,290 Amortization of cloud computing arrangement implementation ​ ​ 2,541 ​ ​ — ​ ​ 2,541 Equity securities investments activity, net ​ ​ ( 177 ) ​ ​ — ​ ​ ( 177 ) Legal expense ​ ​ 2,100 ​ ​ — ​ ​ 2,100 Stock-based compensation ​ ​ 21,461 ​ ​ — ​ ​ 21,461 Segment adjusted EBITDA ​ $ 146,424 ​ $ — ​ $ 146,424 ​ 123 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended April 30, 2024 ​ ​ ​ ​ AxS ​ ​ ​ SCDE ​ ​ ​ Total Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Product sales ​ $ 585,771 ​ $ — ​ $ 585,771 Contract services ​ ​ 130,949 ​ ​ — ​ ​ 130,949 ​ ​ ​ 716,720 ​ ​ — ​ ​ 716,720 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales less intangible amortization and other purchase accounting adjustments ​ ​ 419,241 ​ ​ — ​ ​ 419,241 Intangible amortization included in cost of sales ​ ​ 13,548 ​ ​ — ​ ​ 13,548 SG&A less intangible amortization ​ ​ 109,410 ​ ​ — ​ ​ 109,410 Intangible amortization included in SG&A ​ ​ 5,010 ​ ​ — ​ ​ 5,010 Research and development ​ ​ 97,687 ​ ​ — ​ ​ 97,687 Other expense (income) ​ ​ 4,373 ​ ​ — ​ ​ 4,373 Add: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ 17,191 ​ ​ — ​ ​ 17,191 Amortization ​ ​ 18,558 ​ ​ — ​ ​ 18,558 Acquisition-related expenses ​ ​ 2,095 ​ ​ — ​ ​ 2,095 Amortization of cloud computing arrangement implementation ​ ​ 1,444 ​ ​ — ​ ​ 1,444 Equity securities investments activity, net ​ ​ 3,945 ​ ​ — ​ ​ 3,945 Stock-based compensation ​ ​ 17,069 ​ ​ — ​ ​ 17,069 Segment adjusted EBITDA ​ $ 127,753 ​ $ — ​ $ 127,753 ​ The following table (in thousands) provides a reconciliation from segment adjusted EBITDA to income before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ April 30, ​ ​ ​ April 30, ​ April 30, ​ ​ 2026 ​ 2025 ​ 2024 Segment adjusted EBITDA ​ $ 286,056 ​ $ 146,424 ​ $ 127,753 Depreciation and amortization ​ ​ ( 265,037 ) ​ ​ ( 40,998 ) ​ ​ ( 35,749 ) Impairment of goodwill ​ ​ ( 240,708 ) ​ ​ ( 18,359 ) ​ ​ — Acquisition-related expenses ​ ​ ( 48,170 ) ​ ​ ( 19,290 ) ​ ​ ( 2,095 ) Amortization of cloud computing arrangement implementation ​ ​ ( 5,536 ) ​ ​ ( 2,541 ) ​ ​ ( 1,444 ) Legal expense ​ ​ — ​ ​ ( 2,100 ) ​ ​ — Stock-based compensation ​ ​ ( 38,334 ) ​ ​ ( 21,461 ) ​ ​ ( 17,069 ) Equity securities investments activity, net ​ ​ 11,720 ​ ​ 177 ​ ​ ( 3,945 ) Interest expense, net ​ ​ ( 5,613 ) ​ ​ ( 2,188 ) ​ ​ ( 4,220 ) (Loss) income before income taxes ​ $ ( 305,622 ) ​ $ 39,664 ​ $ 63,231 ​ Segment assets are summarized in the table below. Corporate assets primarily consist of cash and cash equivalents, prepaid expenses and other current assets, long-term investments, property and equipment, net, operating lease right-of-use assets, deferred income taxes and other assets managed centrally on behalf of the business segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AxS ​ ​ ​ SCDE ​ ​ ​ Corporate ​ Total As of April 30, 2026 ​ $ 2,604,511 ​ $ 2,032,663 ​ $ 1,079,568 ​ $ 5,716,742 As of April 30, 2025 ​ $ 872,530 ​ $ — ​ $ 248,037 ​ $ 1,120,567 124 Table of Contents ​ Capital expenditures are summarized in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AxS ​ ​ ​ SCDE ​ ​ ​ Corporate ​ Total Year Ended April 30, 2026 ​ $ 50,780 ​ $ 29,380 ​ $ 6,058 ​ $ 86,218 Year Ended April 30, 2025 ​ $ 21,212 ​ $ — ​ $ 1,604 ​ $ 22,816 Year Ended April 30, 2024 ​ $ 19,229 ​ $ — ​ $ 3,754 ​ $ 22,983 ​ ​ ​ 22. Geographic Information ​ Sales to non-U.S. customers, including U.S. 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 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. ​ ​ ​ ​ ​ 125 Table of Contents SUPPLEMENTARY DATA ​ SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ Balance ​ Charged to ​ ​ ​ Charged to ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ Beginning ​ Acquired from ​ Costs and ​ Other ​ ​ ​ ​ End of Description ​ of Period ​ Acquisition ​ Expenses ​ Accounts ​ Deductions ​ Period ​ ​ (In thousands) Allowance for credit losses for the year ended April 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 156 ​ $ — ​ $ 89 ​ $ — ​ $ ( 86 ) ​ $ 159 ​ 2025 ​ $ 159 ​ $ — ​ $ 111 ​ $ — ​ $ ( 67 ) ​ $ 203 ​ 2026 ​ $ 203 ​ $ 387 ​ $ 1,426 ​ $ — ​ $ ( 55 ) ​ $ 1,961 ​ Warranty reserve for the year ended April 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 3,642 ​ $ 40 ​ $ 4,364 ​ $ — ​ $ ( 2,508 ) ​ $ 5,538 ​ 2025 ​ $ 5,538 ​ $ — ​ $ 1,151 ​ $ — ​ $ ( 2,500 ) ​ $ 4,189 ​ 2026 ​ $ 4,189 ​ $ 2,274 ​ $ 9,006 ​ $ — ​ $ ( 6,735 ) ​ $ 8,734 ​ Reserve for inventory excess and obsolescence for the year ended April 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 15,205 ​ $ — ​ $ 13,937 ​ $ — ​ $ ( 3,242 ) ​ $ 25,900 ​ 2025 ​ $ 25,900 ​ $ — ​ $ 2,882 ​ $ — ​ $ ( 110 ) ​ $ 28,672 ​ 2026 ​ $ 28,672 ​ $ 4,942 ​ $ 8,460 ​ $ — ​ $ ( 5,484 ) ​ $ 36,590 ​ Reserve for self-insured medical claims for the year ended April 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 1,383 ​ $ — ​ $ 16,365 ​ $ — ​ $ ( 16,504 ) ​ $ 1,244 ​ 2025 ​ $ 1,244 ​ $ — ​ $ 17,436 ​ $ — ​ $ ( 17,121 ) ​ $ 1,559 ​ 2026 ​ $ 1,559 ​ $ — ​ $ 26,945 ​ $ — ​ $ ( 24,113 ) ​ $ 4,391 ​ ​ ​ 126 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ​ Not applicable. ​ Item 9A. Controls and Procedure s. ​ Evaluation of Disclosure Controls and Procedures ​ We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. 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 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. GAAP. ​ Management’s Report on Internal Control Over Financial Reporting ​ 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 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”). 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. ​ 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 127 Table of Contents 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 ​ 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. ​ Item 9B. Other Informatio n. ​ None of our directors or officers informed us of the adoption or termination of a “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408 during the three-month period ended April 30, 2026. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections ​ Not applicable. ​ 128 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the stockholders and the Board of Directors of AeroVironment, Inc. ​ Opinion on Internal Control over Financial Reporting ​ We have audited the internal control over financial reporting of AeroVironment, Inc. 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, 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 ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control over Financial Reporting ​ A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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; and (3) 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. ​ 129 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 ​ 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. 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. 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. ​ 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 ​ Los Angeles, California June 29, 2026 ​ PART III ​ Item 10. Directors, Executive Officer s, and Corporate Governance. ​ Certain information required by Item 401, Item 405, Item 407(c)(3) and Items 407(d)(4) and (d)(5) of Regulation S-K will be included in the definitive proxy statement for our 2026 Annual Meeting of Stockholders, which will be filed no later than 120 days after April 30, 2026, and that information is incorporated by reference herein. ​ Codes of Ethics ​ We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”). The Code of Conduct is posted on our website, http://investor.avinc.com/corporate-governance. We intend to disclose on our website any amendments to, or waivers of, the Code of Conduct covering our Chief Executive Officer, Chief Financial Officer and/or Controller promptly following the date of such amendments or waivers. A copy of the Code of Conduct may be obtained upon request, without charge, by contacting our Secretary at (805) 520-8350 or by writing to us at AeroVironment, Inc., Attn: Secretary, 900 Innovators Way, Simi Valley, California 93065. The information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any reported filed with the SEC. ​ No family relationships exist among any of our executive officers or directors. ​ There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors. 130 Table of Contents ​ Insider Trading Policy ​ We have adopted an Insider Trading Policy addressing our policies and procedures governing securities trading by our directors, officers, employees and certain other service providers, intended to promote compliance with insider trading laws, rules and regulations, including Nasdaq listing standards, applicable to the company and such personnel. A copy of the current Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19. ​ Item 11. Executive Compensation. ​ The information required by Item 402 and Items 407(e)(4) and (5) of Regulation S-K will be included in the definitive proxy statement for our 2026 Annual Meeting of Stockholders, and that information is incorporated by reference herein. ​ Item 12. Security Ownership of Certain Beneficial Owner s and Management and Related Stockholder Matters. ​ The information required by Item 201(d) and Item 403 of Regulation S-K will be included in the definitive proxy statement for our 2026 Annual Meeting of Stockholders, and that information is incorporated by reference herein. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence. ​ The information required by Item 404 and Item 407(a) of Regulation S-K will be included in the definitive proxy statement for our 2026 Annual Meeting of Stockholders, and that information is incorporated by reference herein. ​ Item 14. Principal Accounting Fees and Services. ​ Our independent public accounting firm is Deloitte & Touche LLP, Los Angeles, California, PCAOB Auditor ID 34. The information required by this Item 14 of Form 10-K will be included in the definitive proxy statement for our 2026 Annual Meeting of Stockholders, and that information is incorporated by reference herein. PART IV ​ Item 15. Exhibits, Financial Statement Schedules. ​ (a) The following are filed as part of this Annual Report: ​ 1. Financial Statements ​ The following consolidated financial statements are included in Item 8: ​ ● Report of Independent Registered Public Accounting Firm ​ ● Consolidated Balance Sheets at April 30, 2026 and 2025 ​ ● Consolidated Statements of Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024 ​ ● Consolidated Statements of Comprehensive Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024 ​ ● Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2026, 2025 and 2024 ​ ● Consolidated Statements of Cash Flows for the Years Ended April 30, 2026, 2025 and 2024 ​ ● Notes to Consolidated Financial Statements ​ 131 Table of Contents 2. Financial Statement Schedules ​ The following Schedule is included in Item 8: ​ ● Schedule II—Valuation and Qualifying Accounts ​ All other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the Notes thereto. ​ 3. Exhibits ​ See Item 15(b) of this report below. ​ (b) Exhibits ​ Exhibit Number ​ ​ ​ Exhibit 2.1*(22) ​ Agreement and Plan of Merger, dated as of August 18, 2023, by and among AeroVironment, Inc., Tropic Merger Sub, Inc., Tomahawk Robotics, Inc., and Shareholder Representative Services LLC, solely in its capacity as the Stockholder Representative. 2.2*(26) ​ Agreement and Plan of Merger, dated November 18, 2024, by and among the Company, Merger Sub, BlueHalo and Seller 3.1(26) ​ Amended and Restated Certificate of Incorporation of AeroVironment, Inc. d ated October 1, 2024 3.2 (31) ​ Sixth Amended and Restated Bylaws of AeroVironment, Inc., amended as of November 20, 2025 4.1(1) ​ Form of AeroVironment, Inc.’s Common Stock Certificate 4.2(2) ​ Description of Registrant’s Securities 4.3(29) ​ Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.4(29) ​ First Supplemental Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.5(29) ​ Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A in Exhibit 4.4). 10.1#(3) ​ Form of Director and Executive Officer Indemnification Agreement ​ ​ ​ 10.2#(1) ​ AeroVironment, Inc. 2006 Equity Incentive Plan 10.3#(4) ​ AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 29, 2011 10.4#(5) ​ AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 30, 2016 10.5#(1) ​ Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.6#(1) ​ Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.7#(6) ​ Form of Long-Term Compensation Award Grant Notice and Long-Term Compensation Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.8#(7) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Severance Plan Participants) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.9#(7) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Non-Severance Plan Participants) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.10#(7) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Non-Management Directors) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.11#(7) ​ Form of Performance Restricted Stock Unit Award Grant Notice and Performance Restricted Stock Unit Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan 10.12#(30) ​ Amended and Restated AeroVironment, Inc. 2021 Equity Incentive Plan 10.13#(8) ​ Form of Stock Option Grant Notice and Stock Option Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan 10.14#(8) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan (Severance Plan Participants) ​ ​ ​ 132 Table of Contents Exhibit Number ​ ​ ​ Exhibit 10.15#(8) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan (Non-Severance Plan Participants) 10.16#(8) ​ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan (Non-Employee Directors) 10.17#(8) ​ Form of Performance Restricted Stock Award Grant Notice and Performance Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan 10.18(18) ​ Lease, dated March 11, 2022, between AeroVironment, Inc. and BCORE Defender CA1W01, LLC, for the property located at 85 Moreland Road, Simi Valley, California 10.19(23) ​ First Amendment to Lease, dated March 11, 2022, between AeroVironment, Inc. and BCORE Defender CA1W01, LLC, for the property located at 85 Moreland Road, Simi Valley, California, dated as of September 10, 2023. 10.20(9) ​ Standard Industrial/Commercial Single-Tenant Lease, dated March 3, 2008, between AeroVironment, Inc. and Hillside Associates III, LLC, for the property located at 900 Enchanted Way, Simi Valley, California, including the addendum thereto 10.21(10) ​ First Amendment to Lease Agreement (900 Enchanted Way, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside III LLC, and related agreements 10.22(2) ​ Second Amendment to Lease Agreement dated as of May 13, 2020, by and between the Company and Hillside III LLC for the property located at 900 Enchanted Way, Simi Valley, CA 93065 10.23(26) ​ Third Amendment to Lease Agreement dated as of October 16, 2024 by and between AeroVironment, Inc. and Hillside III LLC related to 900 Innovators Way, Simi Valley, CA 93065, and related agreements 10.24(27) ​ Fourth Amendment to Lease Agreement, dated April 2, 2025 10.25(9) ​ Standard Industrial/Commercial Single-Tenant Lease, dated April 21, 2008, between AeroVironment, Inc. and Hillside Associates II, LLC, for the property located at 994 Flower Glen Street, Simi Valley, California, including the addendum thereto 10.26(10) ​ First Amendment to Lease Agreement (994 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements 10.27(11) ​ Second Amendment to Lease Agreement (994 Innovators Way, Simi Valley, CA 93065) dated as of June 1, 2021, by and between the Company and Hillside Associates II, LLC, and related agreements 10.29(10) ​ Lease Agreement (996 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements 10.30(11) ​ First Amendment to Lease Agreement (996 Innovators Way, Simi Valley, CA 93065) dated as of June 1, 2021, by and between the Company and Hillside Associates II, LLC, and related agreements 10.31(12) ​ Lease dated March 28, 2018 between AeroVironment, Inc. and Princeton Avenue Holdings, LLC for property located at 14501 Princeton Avenue, Moorpark, California, including addendums thereto 10.32(13) ​ First Amendment to Lease dated October 26, 2018 between AeroVironment, Inc. and Princeton Avenue Holdings, LLC for property located at 14501 Princeton Avenue, Moorpark, California 10.33(19) ​ 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 10.34 ​ 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 10.35#(1) ​ Retiree Medical Plan 10.36(14) ​ Form of Director Letter Agreement by and between AeroVironment, Inc. and certain non-employee director 10.37#(15) ​ AeroVironment, Inc. Executive Severance Plan and Summary Description, effective January 1, 2019 10.38#(26) ​ Amended and Restated Executive Severance Plan of AeroVironment, Inc. 10.39#(26) ​ Executive Transaction Severance Plan of AeroVironment, Inc. 10.40*(11) ​ Stock Purchase Agreement, dated January 11, 2021, by and among AeroVironment, Inc., Arcturus UAV, Inc., and the shareholders and other equity interest holders of Arcturus UAV, Inc. 10.41(11) ​ Loan commitment letter, dated January 11, 2021, by and among AeroVironment, Inc., Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., and U.S. Bank National Association. ​ ​ 133 Table of Contents Exhibit Number ​ ​ ​ Exhibit 10.42*(11) ​ Credit Agreement, dated February 19, 2021, by and among AeroVironment, Inc., 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. Bank National Association, as joint lead arrangers and joint bookrunners 10.43ǂ(11) ​ Security and Pledge Agreement, dated February 19, 2021, by and among AeroVironment, Inc., certain obligors, and Bank of America, N.A., as the administrative agent 10.44(16) ​ First Amendment to Credit Agreement and Waiver, dated February 4, 2022, by and among AeroVironment, Inc., 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. Bank National Association 10.45(19) ​ Second Amendment to Credit Agreement and Waiver, dated June 6, 2023, by and among AeroVironment, Inc., 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. Bank National Association 10.46(26) ​ Third Amendment to Credit Agreement, dated October 4, 2024, by and among AeroVironment, Inc., certain lenders, letter of credit issuers, Bank of America, N.A., as the administrative agent and the swingline lender, and Bank of America, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Citibank, N.A. 10.47(28) ​ Fourth Amendment to Credit Agreement, Amendment to Security and Pledge Agreement, and Joinder Agreement, dated May 1, 2025, by and among AeroVironment, Inc., certain lenders, letter of credit issuers, Bank of America, N.A., as the administrative agent and the swingline lender, and Bank of America, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Citibank, N.A, as co-syndication agents for the Term A facility. 10.48(22) ​ Joinder Agreement, dated October 30, 2023, between AeroVironment, Inc. and Bank of America, N.A. 10.49ǂ*(11) ​ Share Purchase Agreement, dated December 3, 2020, by and between AeroVironment, Inc., Unmanned Systems Investments GmbH, and each of the unit holders of Unmanned Systems Investments GmbH 10.50(20) ​ AeroVironment, Inc. 2023 Employee Stock Purchase Plan 10.51(25) ​ Form of Seller and Sponsor Member Support Agreement 10.52(25) ​ Form of Joinder and Lock-Up Agreement 10.53(25) ​ Shareholder’s Agreement, dated as of November 18, 2024, by and among the Company and the Sponsor Members 10.54(32)# ​ Retirement Agreement by and between AeroVironment, Inc. and Keivn McDonnell dated as of February 20, 2026. 10.55(33)# ​ AeroVironment, Inc. Non-Qualified Deferred Compensation Plan. 10.56(34) ​ 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 10.57(35)# ​ Offer Letter dated March 18, 2026 with Robert Smith. 10.58(35)# ​ Consulting Agreement and Amendment No. 1 to Consulting Agreement by and between AeroVironment, Inc. and Truesdell Capital LLC effective May 1, 2026. 19 ​ Insider Trading Policy 21.1 ​ Subsidiaries of AeroVironment, Inc. 23.1 ​ Consent of Deloitte & Touche LLP, independent registered public accounting firm 24.1 ​ Power of Attorney (incorporated by reference to the signature page of this Annual Report) 31.1 ​ Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 31.2 ​ Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 32.1 ​ Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97(23) ​ Nasdaq Rule 5608 Equity Incentive Compensation Recovery Policy 101.INS ​ Inline XBRL Instance Document 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL ​ Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ Inline XBRL Taxonomy Label Linkbase Document 134 Table of Contents Exhibit Number ​ ​ ​ Exhibit 101.PRE ​ Inline XBRL Taxonomy Presentation Linkbase Document 104 ​ Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 ​ (1) Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-137658). (2) Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed June 24, 2020 (File No. 001-33261). (3) Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10 K filed on June 29, 2016 (File No. 001 33261). (4) Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed on October 5, 2011 (File No. 001-33261). (5) Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed June 28, 2017 (File No. 001-33261). (6) Incorporated by reference herein to the exhibits to the Company’s Current Report on Form 8-K filed July 28, 2010 (File No. 001-33261). (7) Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed June 26, 2019 (File No. 001-33261). (8) Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-8 filed October 13, 2021 (File No. 333-260227). (9) Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed June 26, 2008 (File No. 001-33261). (10) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed March 5, 2014 (File No. 001-33261). (11) Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed June 29, 2021 (File No. 001-33261). (12) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed September 6, 2018 (File No. 001-33261). (13) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed November 30, 2018 (File No. 001 33261). (14) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed March 9, 2016 (File No. 001-33261). (15) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed March 7, 2018 (File No. 001-33261). (16) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 4, 2022 (File No. 001-33261). (17) Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed June 28, 2022 (File No. 001-33261). (18) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 7, 2022 (File No. 001-33261). (19) Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed June 27, 2023 (File No. 001-33261). (20) Incorporated by reference herein to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed August 17, 2023 (File No. 001-33261). (21) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed August 22, 2023 (File No. 001-33261). (22) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 5, 2023 (File No. 001-33261). (23) Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed June 26, 2024 (File No. 001-33261). (24) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed October 3, 2024 (File No. 001 ‑ 33261). 135 Table of Contents (25) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed November 19, 2024 (File No. 001 ‑ 33261). (26) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 4, 2024 (File No. 001-33261). (27) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed April 7, 2025 (File No. 001-33261). (28) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed May 1, 2025 (File No. 001-33261). (29) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed July 3, 2025 (File No. 001-33261). (30) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed October 1, 2025 (File No. 001-33261). (31) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed November 25, 2025 (File No. 001-33261). (32) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed February 23, 2026 (File No. 001-33261). (33) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed March 5, 2026 (File No. 001-33261). (34) Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 10, 2026 (File No. 001-33261). (35) Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed April 9, 2026 (File No. 001-33261). ​ ǂ 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. ​ # Indicates management contract or compensatory plan. ​ * Schedules (or similar attachments) to this Exhibit have been omitted in accordance with Items 601(a)(5) and/or 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementary a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request. ​ (c) Financial Statement Schedules and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons Not applicable. ​ Item 16. Form 10-K Summary ​ Not applicable. ​ 136 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ AEROVIRONMENT, INC. ​ ​ Date: June 29, 2026 ​ /s/ Wahid Nawabi ​ By: Wahid Nawabi ​ Its: Chief Executive Officer and President ​ ​ (Principal Executive Officer) ​ 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 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. ​ Name Title Date ​ ​ ​ ​ ​ /s/ Wahid Nawabi ​ President, Chief ​ June 29, 2026 Wahid Nawabi ​ Executive Officer and Chairman ​ ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Sean T. Woodward ​ Executive Vice President and ​ June 29, 2026 Sean T. Woodward ​ Chief Financial Officer (Principal ​ ​ ​ ​ Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Brian C. Shackley ​ Vice President and ​ June 29, 2026 Brian C. Shackley ​ Chief Accounting Officer (Principal ​ ​ ​ ​ Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Edward R. Muller ​ Director ​ June 29, 2026 Edward R. Muller ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Cindy Lewis ​ Director ​ June 29, 2026 Cindy Lewis ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen F. Page ​ Director ​ June 29, 2026 Stephen F. Page ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Mary Beth Long ​ Director ​ June 29, 2026 Mary Beth Long ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Joseph L. Votel ​ Director ​ June 29, 2026 Joseph L. Votel ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Charles Thomas Burbage ​ Director ​ June 29, 2026 Charles Thomas Burbage ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Philip S. Davidson ​ Director ​ June 29, 2026 Philip S. Davidson ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ William J. Lynn III ​ Director ​ June 29, 2026 William J. Lynn III ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 137