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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

AeroVironment, Inc.

AVAVNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

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.…

Filed Aug 7, 2026Accepted Aug 7, 2026, 9:10 AM EDTCIK 1368622Accession 0001104659-26-092413
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Company context

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, precision strike systems, 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. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities with speed, scale, and operational relevance. For more information visit: www.avinc.com.

Current securities

Recent company filings

  1. 144 filingOct 15, 2026
  2. Submission of Matters to a Vote of Security HoldersSep 30, 2026
  3. 4 filingSep 16, 2026
  4. 10-Q filingSep 10, 2026
  5. Results of Operations and Financial Condition · Regulation FD DisclosureSep 9, 2026

Registered securities in this filing

AEROVIRONMENT, INC. · 8-K · Filed 2026-08-07

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.0001 par value

Symbol
AVAV
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-08-03

Dimensions: Not supplied

Accession 000110465926092413 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) tm2622497d1_ex99-1.htm

EX-99.1 2 tm2622497d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AV 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 ev…

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