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): November 20, 2025

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: (805) 520-8350

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 ¨

If 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 20, 2025, the Board of Directors of AeroVironment, Inc. (the “Company”) amended and restated the Company’s bylaws (such amended and restated bylaws, the Sixth Amended and Restated Bylaws”), effective immediately. The substantive amendments (1) implement a right to cure process for certain deficiencies in director nomination notices submitted by stockholders, (2) provide that the Board of Directors may postpone, reschedule or cancel any annual stockholder meeting, (3) provide that the Chairman, Chief Executive Officer or the Board of Directors may postpone, reschedule, or cancel any special stockholder meeting, (4) supplement the notice provisions to align with developments in Delaware law and current practice, (5) revise the advance notice provisions regarding procedural and disclosure requirements for stockholders’ director nominations and proposals for other business, (6) provide that directors may hold special meetings on less than forty-eight (48) hours’ notice if necessary or appropriate and (7) implement a severability provision (collectively, the “Amendments”).

The foregoing descriptions of the Amendments are qualified in their entirety by reference to the full text of the Sixth Amended and Restated Bylaws dated November 20, 2025, a copy of which is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number		Description
3.1		Sixth Amended and Restated Bylaws of AeroVironment, Inc.
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: November 25, 2025	By:	/s/ Melissa Brown
		Melissa Brown
		Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary

AeroVironment Inc 8-K