{"url_path":"/sec/avav/10-k/2026/item-9c","section_key":"item-9c","section_title":"Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1368622/0001104659-26-078906-index.html","accession_number":"0001104659-26-078906","cik":"0001368622","ticker":"AVAV","issuer_name":"AeroVironment Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1368622/0001104659-26-078906-index.html","primary_entity_key":"0001368622","primary_entity_name":"AeroVironment Inc"},"word_count":4363,"has_tables":true,"body_markdown":"**Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections**\n\n​\n\nNot applicable.\n\n​\n\n128\n\n[Table of Contents](#Toc)\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n​\n\nTo the stockholders and the Board of Directors of AeroVironment, Inc.\n\n​\n\n**Opinion on Internal Control over Financial Reporting**\n\n​\n\nWe 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.\n\n​\n\nWe 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.\n\n​\n\nAs 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.\n\n​\n\n**Basis for Opinion**\n\n​\n\nThe 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.\n\n​\n\nWe 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.\n\n​\n\n**Definition and Limitations of Internal Control over Financial Reporting**\n\n​\n\nA 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.\n\n​\n\n129\n\n[Table of Contents](#Toc)\n\nBecause 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.\n\n​\n\n**Material Weaknesses**\n\n​\n\nA 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.\n\n​\n\n●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.\n\n​\n\n●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.\n\n​\n\nThese 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.\n\n​\n\n/s/ Deloitte & Touche LLP\n\n​\n\nLos Angeles, California\n\nJune 29, 2026\n\n​\n\n**PART III**\n\n​\n\n**Item ****10. Directors, Executive Officer****s, and Corporate Governance.**\n\n​\n\nCertain 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.\n\n​\n\n**Codes of Ethics**\n\n​\n\nWe 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.\n\n​\n\nNo family relationships exist among any of our executive officers or directors.\n\n​\n\nThere have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.\n\n130\n\n[Table of Contents](#Toc)\n\n​\n\n**Insider Trading Policy**\n\n​\n\nWe 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.\n\n​\n\n**Item ****11. Executive Compensation.**\n\n​\n\nThe 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.\n\n​\n\n**Item ****12. Security Ownership of Certain Beneficial Owner****s and Management and Related Stockholder Matters.**\n\n​\n\nThe 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.\n\n​\n\n**Item ****13. Certain Relationships and****Related Transactions, and Director Independence.**\n\n​\n\nThe 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.\n\n​\n\n**Item ****14. Principal****Accounting Fees and Services.**\n\n​\n\nOur 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.\n\n**PART IV**\n\n​\n\n**Item ****15. Exhibits, Financial****Statement Schedules.**\n\n​\n\n(a)The following are filed as part of this Annual Report:\n\n​\n\n**1. Financial Statements**\n\n​\n\nThe following consolidated financial statements are included in Item 8:\n\n​\n\n●Report of Independent Registered Public Accounting Firm\n\n​\n\n●Consolidated Balance Sheets at April 30, 2026 and 2025\n\n​\n\n●Consolidated Statements of Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024\n\n​\n\n●Consolidated Statements of Comprehensive Income (Loss) for the Years Ended April 30, 2026, 2025 and 2024\n\n​\n\n●Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2026, 2025 and 2024\n\n​\n\n●Consolidated Statements of Cash Flows for the Years Ended April 30, 2026, 2025 and 2024\n\n​\n\n●Notes to Consolidated Financial Statements\n\n​\n\n131\n\n[Table of Contents](#Toc)\n\n**2. Financial Statement Schedules**\n\n​\n\nThe following Schedule is included in Item 8:\n\n​\n\n●Schedule II—Valuation and Qualifying Accounts\n\n​\n\nAll 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.\n\n​\n\n**3. Exhibits**\n\n​\n\nSee Item 15(b) of this report below.\n\n​\n\n(b)Exhibits\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Exhibit**\n\n2.1*(22)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/1368622/000110465923094121/tm2324229d1_ex2-1.htm)\n\n2.2*(26)\n\n​\n\n[Agreement and Plan of Merger, dated November 18, 2024, by and among the Company, Merger Sub, BlueHalo and Seller](https://www.sec.gov/Archives/edgar/data/1368622/000110465924120356/tm2428659d1_ex2-1.htm)\n\n3.1(26)\n\n​\n\n[Amended and Restated Certificate of Incorporation of AeroVironment, Inc. dated October 1, 2024](https://www.sec.gov/Archives/edgar/data/1368622/000095015007000008/a28119exv3w1.htm)\n\n3.2 (31)\n\n​\n\n[Sixth Amended and Restated Bylaws of AeroVironment, Inc., amended as of November 20, 2025](https://www.sec.gov/Archives/edgar/data/1368622/000110465925115756/tm2532104d1_ex3-1.htm)\n\n4.1(1)\n\n​\n\n[Form of AeroVironment, Inc.’s Common Stock Certificate](http://www.sec.gov/Archives/edgar/data/1368622/000095013406022859/a22303a3exv4w1.htm)\n\n4.2(2)\n\n​\n\n[Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/1368622/000155837020007720/avav-20200430xex4d2.htm)\n\n4.3(29)\n\n​\n\n[Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1368622/000110465925065778/tm2519048d11_ex4-1.htm)\n\n4.4(29)\n\n​\n\n[First Supplemental Indenture, dated as of July 3, 2025, between AeroVironment, Inc. and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1368622/000110465925065778/tm2519048d11_ex4-2.htm)\n\n4.5(29)\n\n​\n\n[Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A in Exhibit 4.4).](https://www.sec.gov/Archives/edgar/data/1368622/000110465925065778/tm2519048d11_ex4-2.htm)\n\n10.1#(3)\n\n​\n\n[Form of Director and Executive Officer Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/1368622/000155837016006514/avav-20160430ex101443c53.htm)\n\n​\n\n​\n\n​\n\n10.2#(1)\n\n​\n\n[AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000095012406007190/a22303a2exv10w8.htm)\n\n10.3#(4)\n\n​\n\n[AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 29, 2011](http://www.sec.gov/Archives/edgar/data/1368622/000110465911055028/a11-27507_1ex10d1.htm)\n\n10.4#(5)\n\n​\n\n[AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 30, 2016](http://www.sec.gov/Archives/edgar/data/1368622/000155837017004963/avav-20170430ex1010971ed.htm)\n\n10.5#(1)\n\n​\n\n[Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000095012406007190/a22303a2exv10w9.htm)\n\n10.6#(1)\n\n​\n\n[Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000095012406007190/a22303a2exv10w10.htm)\n\n10.7#(6)\n\n​\n\n[Form of Long-Term Compensation Award Grant Notice and Long-Term Compensation Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000110465910040197/a10-14805_1ex10d1.htm)\n\n10.8#(7)\n\n​\n\n[Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Severance Plan Participants) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000155837019005898/avav-20190430ex101499c35.htm)\n\n10.9#(7)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000155837019005898/avav-20190430ex1015b5bd9.htm)\n\n10.10#(7)\n\n​\n\n[Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Non-Management Directors) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1368622/000155837019005898/avav-20190430ex1016ff6ff.htm)\n\n10.11#(7)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000155837019005898/avav-20190430ex1017f5d10.htm)\n\n10.12#(30)\n\n​\n\n[Amended and Restated AeroVironment, Inc. 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-1.htm)\n\n10.13#(8)\n\n​\n\n[Form of Stock Option Grant Notice and Stock Option Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-2.htm)\n\n10.14#(8)\n\n​\n\n[Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan (Severance Plan Participants)](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-3.htm)\n\n​\n\n​\n\n​\n\n132\n\n[Table of Contents](#Toc)\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Exhibit**\n\n10.15#(8)\n\n​\n\n[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)](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-4.htm)\n\n10.16#(8)\n\n​\n\n[Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan (Non-Employee Directors)](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-5.htm)\n\n10.17#(8)\n\n​\n\n[Form of Performance Restricted Stock Award Grant Notice and Performance Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1368622/000110465921125869/tm2129735d1_ex10-6.htm)\n\n10.18(18)\n\n​\n\n[Lease, dated March 11, 2022, between AeroVironment, Inc. and BCORE Defender CA1W01, LLC, for the property located at 85 Moreland Road, Simi Valley, California](https://www.sec.gov/Archives/edgar/data/1368622/000155837022010392/avav-20220430xex10d18.htm)\n\n10.19(23)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/1368622/000155837023019483/avav-20231028xex10d1.htm)\n\n10.20(9)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000104746908007752/a2186536zex-10_15.htm)\n\n10.21(10)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000110465914016020/a14-4402_1ex10d1.htm)\n\n10.22(2)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837020007720/avav-20200430xex10d58.htm)\n\n10.23(26)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837024016018/avav-20241026xex10d2.htm)\n\n10.24(27)\n\n​\n\n[Fourth Amendment to Lease Agreement, dated April 2, 2025](https://www.sec.gov/Archives/edgar/data/1368622/000110465925032610/tm2511599d1_ex99-1.htm)\n\n10.25(9)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000104746908007752/a2186536zex-10_16.htm)\n\n10.26(10)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000110465914016020/a14-4402_1ex10d2.htm)\n\n10.27(11)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837021008684/avav-20210430xex10d66.htm)\n\n10.29(10)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000110465914016020/a14-4402_1ex10d3.htm)\n\n10.30(11)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837021008684/avav-20210430xex10d67.htm)\n\n10.31(12)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000155837018005457/avav-20180430ex1024f05cd.htm)\n\n10.32(13)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000155837018009506/avav-20181027ex1011ddfd7.htm)\n\n10.33(19)\n\n​\n\n[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](http://www.sec.gov/Archives/edgar/data/1368622/000155837018009506/avav-20181027ex1011ddfd7.htm)\n\n10.34\n\n​\n\n[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](avav-20260430xex10d34.htm)\n\n10.35#(1)\n\n​\n\n[Retiree Medical Plan](http://www.sec.gov/Archives/edgar/data/1368622/000095015006000038/a22303orexv10w23.htm)\n\n10.36(14)\n\n​\n\n[Form of Director Letter Agreement by and between AeroVironment, Inc. and certain non-employee director](https://www.sec.gov/Archives/edgar/data/1368622/000110465916103402/a16-3826_1ex10d3.htm)\n\n10.37#(15)\n\n​\n\n[AeroVironment, Inc. Executive Severance Plan and Summary Description, effective January 1, 2019](http://www.sec.gov/Archives/edgar/data/1368622/000155837019001518/avav-20190126ex101b87214.htm)\n\n10.38#(26)\n\n​\n\n[Amended and Restated Executive Severance Plan of AeroVironment, Inc.](https://www.sec.gov/Archives/edgar/data/1368622/000155837024016018/avav-20241026xex10d3.htm)\n\n10.39#(26)\n\n​\n\n[Executive Transaction Severance Plan of AeroVironment, Inc.](https://www.sec.gov/Archives/edgar/data/1368622/000155837024016018/avav-20241026xex10d4.htm)\n\n10.40*(11)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/0001368622/000155837021002653/avav-20210130xex10d1.htm)\n\n10.41(11)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/0001368622/000155837021002653/avav-20210130xex10d2.htm)\n\n​\n\n​\n\n133\n\n[Table of Contents](#Toc)\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Exhibit**\n\n10.42*(11)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837021002653/avav-20210130xex10d3.htm)\n\n10.43ǂ(11)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837021002653/avav-20210130xex10d4.htm)\n\n10.44(16)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837022002839/avav-20220129xex10d7.htm)\n\n10.45(19)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837023011469/avav-20230430xex10d41.htm)\n\n10.46(26)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/1368622/000155837024016018/avav-20241026xex10d1.htm)\n\n10.47(28)\n\n​\n\n[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.](https://www.sec.gov/Archives/edgar/data/1368622/000110465925043118/tm2513632d1_ex10-4.htm)\n\n10.48(22)\n\n​\n\n[Joinder Agreement, dated October 30, 2023, between AeroVironment, Inc. and Bank of America, N.A.](https://www.sec.gov/Archives/edgar/data/1368622/000155837023019483/avav-20231028xex10d2.htm)\n\n10.49ǂ*(11)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000155837021002653/avav-20210130xex10d6.htm)\n\n10.50(20)\n\n​\n\n[AeroVironment, Inc. 2023 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1368622/000110465923092796/tm232516d2-def14a.htm)\n\n10.51(25)\n\n​\n\n[Form of Seller and Sponsor Member Support Agreement](https://www.sec.gov/Archives/edgar/data/1368622/000110465924120356/tm2428659d1_ex10-1.htm)\n\n10.52(25)\n\n​\n\n[Form of Joinder and Lock-Up Agreement](https://www.sec.gov/Archives/edgar/data/1368622/000110465924120356/tm2428659d1_ex10-2.htm)\n\n10.53(25)\n\n​\n\n[Shareholder’s Agreement, dated as of November 18, 2024, by and among the Company and the Sponsor Members](https://www.sec.gov/Archives/edgar/data/1368622/000110465924120356/tm2428659d1_ex10-3.htm)\n\n10.54(32)#\n\n​\n\n[Retirement Agreement by and between AeroVironment, Inc. and Keivn McDonnell dated as of February 20, 2026.](https://www.sec.gov/Archives/edgar/data/1368622/000110465926018593/tm266989d1_ex10-1.htm)\n\n10.55(33)#\n\n​\n\n[AeroVironment, Inc. Non-Qualified Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/1368622/000110465926024083/tm268059d1_ex10-1.htm)\n\n10.56(34)\n\n​\n\n[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](https://www.sec.gov/Archives/edgar/data/1368622/000110465926025979/avav-20260131xex10d1.htm)\n\n10.57(35)#\n\n​\n\n[Offer Letter dated March 18, 2026 with Robert Smith.](https://www.sec.gov/Archives/edgar/data/1368622/000110465926041267/tm2611447d1_ex10-1.htm)\n\n10.58(35)#\n\n​\n\n[Consulting Agreement and Amendment No. 1 to Consulting Agreement by and between AeroVironment, Inc. and Truesdell Capital LLC effective May 1, 2026.](https://www.sec.gov/Archives/edgar/data/1368622/000110465926041267/tm2611447d1_ex10-2.htm)\n\n19\n\n​\n\n[Insider Trading Policy](avav-20260430xex19.htm)\n\n21.1\n\n​\n\n[Subsidiaries of AeroVironment, Inc.](avav-20260430xex21d1.htm)\n\n23.1\n\n​\n\n[Consent of Deloitte & Touche LLP, independent registered public accounting firm](avav-20260430xex23d1.htm)\n\n24.1\n\n​\n\n[Power of Attorney (incorporated by reference to the signature page of this Annual Report)](#PowerOfAttorney)\n\n31.1\n\n​\n\n[Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934](avav-20260430xex31d1.htm)\n\n31.2\n\n​\n\n[Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934](avav-20260430xex31d2.htm)\n\n32.1\n\n​\n\n[Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](avav-20260430xex32d1.htm)\n\n97(23)\n\n​\n\n[Nasdaq Rule 5608 Equity Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1368622/000155837024009515/avav-20240430xex97.htm)\n\n101.INS\n\n​\n\nInline XBRL Instance Document\n\n101.SCH\n\n​\n\nInline XBRL Taxonomy Extension Schema Document\n\n101.CAL\n\n​\n\nInline XBRL Taxonomy Calculation Linkbase Document\n\n101.DEF\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB\n\n​\n\nInline XBRL Taxonomy Label Linkbase Document\n\n134\n\n[Table of Contents](#Toc)\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Exhibit**\n\n101.PRE\n\n​\n\nInline XBRL Taxonomy Presentation Linkbase Document\n\n104\n\n​\n\nCover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101\n\n​\n\n(1)Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-137658).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n135\n\n[Table of Contents](#Toc)\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n(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).\n\n​\n\nǂ\n\nPursuant 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.\n\n​\n\n#\n\nIndicates management contract or compensatory plan.\n\n​\n\n*\n\nSchedules (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.\n\n​\n\n(c)\n\nFinancial Statement Schedules and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons\n\nNot applicable.\n\n​"}