AeroVironment Inc 10-Q

ITEM 5. OTHER INFORMATION ​ During the three months ended July 29, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ​ 38 Table of Contents ITEM 6. EXHIBITS ​ Exhibit Number Description 2.1(1) ​ 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. 3.1(2) ​ Amended and Restated Certificate of Incorporation of AeroVironment, Inc. 3.2(3) ​ Fourth Amended and Restated Bylaws of AeroVironment, Inc., amended as of December 1, 2022 . 10.1(4) ​ 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. 31.1 ​ Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended . 31.2 ​ Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended . 32# ​ Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 101.INS ​ XBRL Instance Document – The instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document. 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 ​ Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 ​ (1) Incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 22, 2023 (File No. 001-33261). (2) Incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10 ‑ Q filed March 9, 2007 (File No. 001 ‑ 33261). (3) Incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10 ‑ Q filed December 7, 2022 (File No. 001 ‑ 33261). (4) Incorporated by reference herein to Exhibit 10.41 to the Company’s Annual Report on Form 10-K, filed with June 27, 2023 (File No. 001-33261). ​ # The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference. ​ ​ 39 Table of Contents ​ SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ Date: September 5, 2023 ​ AEROVIRONMENT, INC. ​ ​ ​ ​ By: /s/ Wahid Nawabi ​ ​ Wahid Nawabi ​ ​ Chairman, President and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ /s/ Kevin P. McDonnell ​ ​ Kevin P. McDonnell ​ ​ Senior Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ /s/ Brian C. Shackley ​ ​ Brian C. Shackley ​ ​ Vice President and Chief Accounting Officer ​ ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ 40