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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): April 2, 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 1.01. | Entry into a Material Definitive Agreement |
On April 2, 2025, AeroVironment, Inc. (the “Company”) amended the lease for its 900 Innovators Way, Simi Valley, CA 93065 facility (“Fourth Amendment”). Summary information concerning the amendment of the Lease is set forth below.
900 Innovators Way Lease Amendment
On April 2, 2025, the Company entered into a Fourth Amendment to Lease Agreement to its March 1, 2008 lease with Hillside III, LLC, for the 900 Innovators Way, Simi Valley, CA 93065 property (“Lease”). The Fourth Amendment expressly clarified an understanding between the parties made prior to entering into the Third Amendment to the Lease dated October 16, 2024 that the Company would no longer maintain an early termination right in the Lease.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Fourth Amendment to Lease Agreement, dated April 2, 2025. | |
| 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: April 7, 2025 | By: | /s/ Melissa Brown |
| Melissa Brown | ||
| Senior Vice President, General Counsel & Corporate Secretary | ||
Exhibit 99.1
FOURTH AMENDMENT TO LEASE AGREEMENT
(900 Enchanted Way, Simi Valley, CA 93065)
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) dated for reference as of March **, 2025, is entered into by and between HILLSIDE III LLC, a California limited liability company, as Lessor, and AEROVIRONMENT, INC., a Delaware corporation, as Lessee, with reference to the following:
RECITALS
A. Lessor and Lessee have entered into that certain AIR Commercial Real Estate Association Standard Industrial/Commercial Lease - Net, dated March 1, 2008, as addended, and as amended by that certain First Amendment to Lease Agreement, dated December 1, 2013 (the “First Amendment”), Second Amendment, dated May 13, 2020 and Third Amendment, dated October 2024 for the premises located at 900 Innovators Way, Simi Valley, CA 93065 (formerly known as 900 Enchanted Way, Simi Valley, CA 93065), more particularly described therein (collectively, the “Lease”). Each initially capitalized term not defined in this Fourth Amendment shall have the meaning ascribed to such term in the Lease. Each sectional reference below shall mean and refer to the corresponding section of the Lease.
B. Lessor and Lessee desire and intend to amend the Lease on the terms and conditions set forth hereinbelow.
NOW, THEREFORE, in consideration of the terms and provisions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby amends the Lease as follows:
1. WARRANTIES AND REPRESENTATIONS. Lessee warrants and represents to Lessor that: (a) there are no present and outstanding breaches of the Lease by Lessor and (b) Lessee currently has no claims or offsets of any kind or nature against Lessor.
2. The section labeled, LESSEE’S RIGHT TO TERMINATE LEASE EARLY, which is contained in the Second Amendment to Lease at Section 2 is no longer in force and effect and the parties agree that Lessee is committed for the remainder of its Lease term with no right to terminate early.
3. LEASE CONTINUES IN FULL FORCE AND EFFECT. Except as set forth in this Fourth Amendment, the Lease remains unmodified and continues in full force and effect in accordance with its terms.
4. SUCCESSES AND ASSIGNS. This Fourth Amendment shall be binding on Lessor’s and Lessee’s respective successors and assigns.
5. COUNTERPARTS. This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee hereby execute this Fourth Amendment as of the date and year first written above.
Dated this 2nd day of April, 2025.
| “LESSOR” HILLSIDE III LLC, | “LESSEE” AEROVIRONMENT, INC., |
| a California Limited Liability Company MID VALLEY PROPERTIES, Managing Agent | a Delaware Corporation |
| /s/ Mark Lewis | |
| By: Mark Lewis | |
| Sr. Manager, Real Estate, Facilities and EH&S |
| /s/Margeret Kestly | |
| By: Margaret Kestly, Authorized Agent |
Initials ___