OTHER INFORMATION
−Removed: During the three months ended January 25, 2025 , 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.
−Removed: Agreement and Plan of Merger, dated November 18, 2024, by and among the Company, Merger Sub, BlueHalo and Seller
+Added: On July 11, 2025 , Kevin McDonnell , our Executive Vice President and Chief Financial Officer , adopted a trading arrangement (the “McDonnell Rule 10b5-1 Trading Plan”) for the sale of shares of Common Stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
+Added: The McDonnell Rule 10b5-1 Trading Plan, which has a term of approximately 8 months , provides for the sale of shares of Common Stock issuable under the terms of certain restricted stock awards granted to Mr.
+Added: McDonnell by the Company.
+Added: The aggregate number of shares of Common Stock that will be subject to sale pursuant to the terms of the McDonnell Rule 10b5-1 Trading Plan, is 4,296 shares.
+Added: Other than with respect to the McDonnell Rule 10b5-1 Trading Plan, 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 August 2, 2025.
Amended and Restated Certificate of Incorporation of AeroVironment, Inc.
+Added: (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2024)
Fifth Amended and Restated Bylaws of AeroVironment, Inc., amended as of October 1, 2024.
−Removed: Form of Seller and Sponsor Member Support Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024)
−Removed: Form of Joinder and Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024)
−Removed: Shareholder’s Agreement, dated as of November 18, 2024, by and among the Company and the Sponsor Members party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024)
−Removed: Amended and Restated Executive Severance Plan of AeroVironment, Inc.
−Removed: (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 5, 2024)
−Removed: Executive Transaction Severance Plan of AeroVironment, Inc.
−Removed: (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 5, 2024)
+Added: (incorporated by reference herein to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2024)
+Added: Indenture, dated as of July 3, 2025, between AeroVironment, Inc.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2025)
+Added: First Supplemental Indenture, dated as of July 3, 2025, between AeroVironment, Inc.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2025)
+Added: 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.
+Added: Bank National Association and Citibank, N.A, as co-syndication agents for the Term A facility (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2025)
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.
9 unchanged sentences
Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101
−Removed: (1) Incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 19, 2024 (File No.
−Removed: 001 ‑ 33261).
−Removed: (2) Incorporated by reference herein to Exhibit 3.1 and Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 3, 2024 (File No.
−Removed: 001 ‑ 33261).
−Removed: (3) Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed December 5, 2024 (File No.
+Added: * Filed herewith.
# The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.
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.
−Removed: March 4, 2025
+Added: September 9, 2025
AEROVIRONMENT, INC.
2 unchanged sentences
(Principal Executive Officer)
−Removed: Senior Vice President and Chief Financial Officer
+Added: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.