Form 8-K

8-K — AeroVironment Inc

Accession: 0001104659-26-092413

Filed: 2026-08-07

Period: 2026-08-03

CIK: 0001368622

SIC: 3721 (AIRCRAFT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2622497d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622497d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 3, 2026

AEROVIRONMENT,

INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-33261

95-2705790

(State

or other jurisdiction of

(Commission

File Number)

(I.R.S.

Employer Identification No.)

incorporation

or organization)

241

18th Street South, Suite 650

Arlington,

Virginia

22202

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (703) 418-2828

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value

AVAV

The

NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2026, Charles Thomas Burbage, a member

of the AeroVironment, Inc. (the “Company”) Board of Directors (the “Board”), notified the Board of his decision

to retire from the Board effective upon the expiration of his current term and not stand for re-election as a director of the Company.

Mr. Burbage will continue to serve as a director and as a member of the Board’s Nominating and Corporate Governance Committee, Compensation

Committee and Executive Committee until the completion of his term, which will end at the start of the Company’s 2026 annual meeting

of stockholders, anticipated to be held on September 24, 2026 (the “Annual Meeting”). Mr. Burbage’s decision not to

stand for re-election was not due to any disagreement with the Company, its auditors or advisors on any matter relating to the Company

or its operations, policies or practices.

On August 5, 2026, upon the recommendation of the

Nominating and Corporate Governance Committee, the Board (i) increased the size of the board from nine (9) to ten (10) directors and (ii)

appointed Michael Ruppert to the Board as a Class II director, effective immediately. The terms of the Company’s Class II directors,

including Mr. Ruppert, expire at the Company’s 2026 Annual Meeting of Stockholders or upon the election and qualification of successor

directors.

There are no arrangements or understandings between

Mr. Ruppert and any other person pursuant to which he was selected as a director. Mr. Ruppert has no family relationship with any director

or executive officer of the Company and he has no direct or indirect material interest in any transaction involving the Company required

to be disclosed under Item 404(a) of Regulation S-K. Mr. Ruppert’s compensation for his Board service will be consistent with that

provided to all of the Company’s non-employee directors as disclosed and updated in the Company’s proxy disclosures annually.

In addition, the Company entered into an indemnification agreement with Mr. Ruppert in connection with his appointment to the Board, in

substantially the same form as entered into with the Company’s other directors, available as Exhibit 10.1 in the Company’s

Annual Report on Form 10-K for the year ended April 30, 2026.

Item 7.01 Regulation FD Disclosure

On August 7, 2026, the Company issued a press

release regarding Mr. Burbage’s decision to retire and not stand for re-reelection to the Board at the Annual Meeting, and Mr. Ruppert’s

appointment to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by

reference herein.

The information in this Item 7.01 of this Current

Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.

Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act

of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release issued by AeroVironment, Inc., dated August 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

AEROVIRONMENT, INC.

Date: August 7, 2026

By:

/s/ Melissa Brown

Melissa Brown

Executive Vice President, Chief Legal Officer & Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622497d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Appoints Aerospace and Defense Executive Michael D. Ruppert to Board of Directors

ARLINGTON, Va.– Aug.

7, 2026 -- AeroVironment, Inc. (“AV”) (NASDAQ: AVAV) today announced that it has appointed Michael D. Ruppert to

its Board of Directors, effective August 5, 2026.

Mr. Ruppert brings more than 25 years of financial,

strategic and corporate development experience in the aerospace and defense sector to AV. He has served as EVP and Chief Financial

Officer of ManTech since 2023 where he leads ManTech’s financial planning and analysis, accounting, treasury, cash management,

and acquisition strategy functions.

“Michael brings exceptional financial leadership,

strategic insight and deep aerospace and defense industry experience to AV,” said Wahid Nawabi, AV’s chairman, president

and chief executive officer. “As AV continues executing its growth strategy and advancing its portfolio of mission-critical

capabilities, I am confident Michael’s highly relevant expertise and fresh perspectives will make him a meaningful addition to

our Board.”

“AV has established a strong position in some of

the most important and rapidly evolving areas of defense technology,” said Mr. Ruppert. “I look forward to working with

Wahid and my fellow directors as the company continues innovating products, scaling capacity and executing with

excellence.”

The company also announced that Charles Thomas Burbage has informed

the Board of his decision not to seek re-election and to retire from the Board at the company’s 2026 Annual Meeting of Stockholders.

Mr. Burbage has served on AV’s Board since 2013 and currently serves on its Nominating and Corporate Governance,

Compensation, and Executive Committees.

“On behalf of the Board, I thank Tom for his many contributions

to AV over the years,” said Nawabi. “His oversight has helped guide the company through a period of significant growth and

expansion, leading to the diversified, multi-domain defense technology company AV is today. We are grateful for his leadership and guidance.”

“I have had a front row seat as AV expanded its

capabilities and helped reshape the defense technology landscape since I joined the Board,” said Burbage. “I retire from

the Board with tremendous respect for the AV team and my fellow Board members, and I am confident the path of success will continue

for AV, a trailblazer in the industry.”

About Michael D. Ruppert

Mr. Ruppert has served as ManTech’s Chief Financial Officer

since 2023, where he leads ManTech’s financial planning and analysis, accounting, treasury, cash management, and acquisition strategy

functions. Previously, Mr. Ruppert held several senior leadership roles at Mercury Systems, including Chief Financial Officer. Earlier

in his career, Mr. Ruppert co-founded an aerospace and defense-focused M&A advisory firm and held senior investment-banking roles

at UBS Securities, Lehman Brothers and Lazard.

Mr. Ruppert holds a Bachelor of Science in Finance from the University

of Virginia and a Master of Business Administration from the University of Virginia’s Darden School of Business.

About AV

AeroVironment (“AV”) (NASDAQ: AVAV)

is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys

autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic

warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. At the core of

these technologies lies AV_Halo™, a modular, mission-ready suite of AI-powered software tools that empowers warfighters and enables

full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep innovation pipeline, AV delivers

proven systems and future-defining capabilities at speed, scale, and operational relevance. For more information, visit www.avinc.com.

Safe Harbor Statement

Certain statements in this press release may

constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These

statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could cause

actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform

under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development

challenges; and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s

filings with the Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of

new information or future events.

/////////////////////////////////////////////////////////////////////////////////////////////////////

For additional media and information, please follow us:

Media Contact:

BJ Koubaroulis

pr@avinc.com

703.718.4060

Investor Contact:

Denise Pacioni

ir@avinc.com

805.795.4108

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