AeroVironment, Inc. filed a Form 8-K on June 22, 2026, reporting under Item 4.02 that its audit committee had concluded, after discussion with management, that the company's previously issued unaudited financial statements for the quarter ended January 31, 2026 require restatement and should no longer be relied upon. The original Form 10-Q was filed with the SEC on March 11, 2026; an amended Form 10-Q/A containing the restated statements was filed concurrently with the 8-K. The company trades on Nasdaq under the symbol AVAV, and the report was signed by Melissa Brown, Executive Vice President, Chief Legal Officer and Corporate Secretary.

The filing pinpoints the source of the error in a specific accounting mechanic. During preparation of the company's consolidated financial statements for the fiscal year ended April 30, 2026, management identified an error in the calculation of the carrying value used in the goodwill impairment analysis of the Space reporting unit for the affected period. According to the 8-K, the carrying value did not include an allocation of goodwill resulting from acquired deferred tax assets and liabilities. Because a goodwill impairment test compares a reporting unit's carrying value against its fair value, an understated carrying value would understate the impairment charge — which is what the company says occurred.

"Specifically, the Space reporting unit carrying value utilized in the goodwill impairment analysis did not include an allocation of goodwill resulting from acquired deferred tax assets and liabilities."— AeroVironment, Inc., Form 8-K, June 22, 2026, source

The numbers the restatement moves

The 8-K quantifies the effect with specificity. For the three and nine months ended January 31, 2026, loss from operations was understated by $89,402,000 and net loss was understated by $87,272,000. Basic and diluted net loss per share was understated by $1.75 for the three-month period and by $1.79 for the nine-month period. On the balance sheet, total assets were overstated by $89,402,000, total liabilities were overstated by $2,130,000, and total stockholders' equity was overstated by $87,272,000 as of January 31, 2026. The reconciliation tables in the filing show net loss for the three months moving from a previously reported $(156.6) million to a restated $(243.9) million, and goodwill impairment in the period rising from $151.3 million to $240.7 million. For the nine-month period, the tables show net loss moving from $(241.0) million as previously reported to $(328.3) million as restated, with the same $89.4 million goodwill-impairment effect of restatement applied. On a per-share basis, loss per diluted share for the three months moves from $(3.15) to $(4.90), and for the nine months from $(4.94) to $(6.73), once the correction is reflected.

The filing is explicit that the error is non-cash and bounded. It states the error "had no impact on previously reported current assets, current liabilities, revenues, or cash used in operating activities," and that it did not change the company's non-GAAP Adjusted EBITDA or non-GAAP diluted earnings per share for the affected period — both of which exclude goodwill impairment. The reconciliation tables bear this out: Adjusted EBITDA for the three months remained $44.5 million and non-GAAP earnings per diluted share remained $0.64 before and after the restatement, because the entire effect of the correction sits in the goodwill-impairment line that those measures back out.

The triggering event and a material weakness

The 8-K ties the impairment to a previously disclosed program event. The incremental goodwill impairment charge, the filing states, relates to the stop-work order and subsequent termination for convenience of the company's agreement with the U.S. Government for delivery of BADGER phased array antenna systems supporting the Satellite Communication Augmentation Resource (SCAR) program, which the company identified as the triggering event for the initial impairment analysis. The filing adds that the incremental charge does not relate to updated estimates of the Space unit's long-term cash flows and that no subsequent triggering event has been identified. That distinction is one the filing draws deliberately: the correction is a mechanical fix to how the carrying value was assembled for the test, not a fresh write-down driven by a deterioration in the Space unit's outlook. The original impairment was already disclosed as flowing from the SCAR stop-work and termination for convenience; the restatement increases the size of that same charge because the carrying value against which fair value was measured had been understated.

Alongside the restatement, management re-evaluated the company's disclosure controls and procedures as of January 31, 2026 and determined that the error and related restatements were the result of a newly identified material weakness in internal control over financial reporting relating to the preparation and review of the goodwill impairment analysis. As a result, the filing states, the disclosure controls and procedures as of that date were ineffective, and the company's prior evaluation of those controls should no longer be relied upon. The 8-K notes that management and the audit committee discussed the matters with Deloitte & Touche LLP, the company's independent registered public accounting firm. The filing directs investors to rely only on the financial information for the affected period in the Form 10-Q/A and future filings, and not on the original 10-Q or related earnings releases and investor presentations covering the period.

The 8-K also reports, under Item 5.02, board changes that the filing states are unrelated to the accounting matter. On June 16, 2026, directors David Wodlinger and Henry Albers each gave notice of resignation from the board effective June 17; both noted in their letters that the decision was not the result of any disagreement with management on any matter relating to the company's operations, policies or practices. Both had been appointed in May 2025 as designees of Arlington Capital Partners V and VI under a November 2024 Shareholder's Agreement; the filing states the shareholder retains the right to designate two successor directors, had not done so as of the report date, and that the board now consists of eight directors. Taken together, the document records what the company has corrected, the dollar magnitude of the correction, the control deficiency it identified, and where investors should now look for the reliable figures.