Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On November 18, 2024, AeroVironment, Inc. (“AeroVironment”), Archangel Merger Sub, LLC, a Delaware limited liability company and the Company’s direct wholly owned subsidiary (“Merger Sub”), BlueHalo Financing Topco, LLC, a Delaware limited liability company (“BlueHalo”) and BlueHalo Holdings Parent, LLC, a Delaware limited liability company and sole member of BlueHalo (“Seller”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), which contemplated that Merger Sub would merge with and into BlueHalo, with BlueHalo continuing as a wholly owned subsidiary of AeroVironment. On May 1, 2025 (the “Closing Date”), AeroVironment, Merger Sub, BlueHalo, and Seller completed the transactions outlined in the Merger Agreement (the “Merger”).

On the Closing Date, AeroVironment drew on a term loan with an initial principal amount of $700.0 million (the “Term Loan”) and drew $225.0 million from its revolving credit facility (the “Revolving Facility”) to settle the existing indebtedness of BlueHalo and to settle transaction expenses at the closing of the Merger (collectively with the Term Loan, the “Financing Transactions”).

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the Merger and the Financing Transactions as if each had occurred on April 30, 2025, for the purposes of the unaudited pro forma condensed combined balance sheet, and as if the Merger and the Financing Transactions each occurred on May 1, 2024, the first day of AeroVironment’s fiscal year ended April 30, 2025, for the purposes of the unaudited pro forma condensed combined statements of income (loss).

To comply with SEC rules and regulations for companies with different fiscal year ends, the unaudited pro forma condensed combined financial information has been prepared utilizing periods that differ by less than 93 days. The unaudited pro forma condensed combined financial information was prepared using as follows:

· The unaudited pro forma condensed combined balance sheet as of April 30, 2025 combines the historical audited consolidated balance sheet of AeroVironment as of April 30, 2025 with BlueHalo’s unaudited consolidated balance sheet as of March 31, 2025.

· The unaudited pro forma condensed combined statement of income (loss) for the year ended April 30, 2025 combines AeroVironment’s historical audited statement of income (loss) for the year ended April 30, 2025 with BlueHalo’s historical unaudited statements of operations for the twelve months ended March 31, 2025.

· BlueHalo’s historical unaudited statements of operations, after reclassifications, for the twelve months ended March 31, 2025 was prepared by summing BlueHalo’s unaudited statements of operations for the three months ended March 31, 2025, and BlueHalo’s audited statements of operations for the fiscal year ended December 31, 2024, and subtracting BlueHalo’s unaudited statements of operations for the three months ended March 31, 2024.

The historical financial statements of AeroVironment and BlueHalo have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are merger transaction accounting and financing transaction adjustments which are necessary to account for the Merger and Financing Transactions in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

The unaudited pro forma condensed combined financial information and the accompanying notes are provided for informational and illustrative purposes only and should be read in conjunction with AeroVironment’s consolidated financial statements and the notes thereto contained in its Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on June 25, 2025, BlueHalo’s consolidated financial statements and notes for the year ended December 31, 2024 and BlueHalo’s interim unaudited consolidated financial statements and notes for the period ended March 31, 2025 and March 31, 2024 contained within the Current Report on Form 8-K/A to which this Exhibit 99.3 is attached.

The Merger is being accounted for as a business combination using the acquisition method with AeroVironment as the accounting acquirer in accordance with ASC Topic 805. Under this method of accounting, the estimated GAAP purchase price (as calculated in Note 3) will be allocated to BlueHalo’s assets acquired and liabilities assumed based upon their estimated fair values at the Closing date of the Merger. The process of valuing the net assets of BlueHalo, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, allocation of the preliminary estimated merger consideration and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. All financial data included in the unaudited pro forma condensed combined financial information is presented in thousands of U.S. Dollars, unless noted otherwise, and has been prepared based on U.S. GAAP and AeroVironment’s accounting policies. The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and the Financing Transactions had been completed on the dates set forth above, nor is it intended to be indicative of the future results or financial position of the combined company.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET 

As of April 30, 2025

(in thousands)

		AeroVironment Historical				BlueHalo Historical, After Reclassifications (Note 2)				Merger Transaction Accounting Adjustments (Note 4A)				Financing Transactions Adjustments (Note 4B)				Pro Forma Combined
Assets:
Current assets:
Cash and cash equivalents		$	40,862			$	55,247			$	(910,324	)(a)		$	917,141	(a)		$	102,926
Accounts receivable, net of allowance for doubtful accounts			101,967				65,478				-				-				167,445
Unbilled receivables and retentions			290,009				124,533				-				-				414,542
Inventories, net			144,090				78,816				31,184	(b)			-				254,090
Income taxes receivable			622				3,034				-				-				3,656
Prepaid expenses and other current assets			28,966				18,709				(3,014	)(k)			(2,262	)(b)			42,399
Total current assets			606,516				345,817				(882,154	)			914,879				985,058
Long-term investments			31,627				390				-				-				32,017
Property and equipment, net			50,704				122,455				(39,711	)(d)			-				133,448
Operating lease right-of-use assets			31,879				75,183				-				-				107,062
Deferred income taxes			61,460				-				(61,460	)(g)			-				-
Intangibles, net			48,711				515,106				554,894	(c)			-				1,118,711
Goodwill			256,781				874,306				1,427,015	(f)			-				2,558,102
Other assets			32,889				3,238				(1,426	)(e)			692	(b)			35,393
Total assets		$	1,120,567			$	1,936,495			$	997,158			$	915,571			$	4,969,791
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	72,462			$	59,635			$	(3,000	)(h)		$	(2,725	)(a)		$	126,372
Wages and related accruals			44,253				45,127				-				-				89,380
Customer advances			15,952				31,071				-				-				47,023
Current portion of long-term debt			-				839,780				(839,780	)(j)			35,000	(b)			35,000
Current operating lease liabilities			10,479				11,808				-				-				22,287
Income taxes payable			356				212				-				-				568
Other current liabilities			28,659				14,561				(10,979	)(i)			-				32,241
Total current liabilities			172,161				1,002,194				(853,759	)			32,275				352,871
Long-term debt, net of current portion			30,000				10,773				(10,773	)(j)			883,296	(b)			913,296
Non-current operating lease liabilities			23,812				76,548				-				-				100,360
Other non-current liabilities			2,026				924				-				-				2,950
Liability for uncertain tax positions			6,061				-				-				-				6,061
Deferred income taxes			-				23,785				65,513	(g)			-				89,298
Commitments and contingencies			-				-				-				-				-
Mezzanine equity:
Preferred units			-				91,926				(91,926	)(k)			-				-
Members’ equity			-				730,345				(730,345	)(k)			-				-
Stockholders’ equity:
Common stock, $0.0001 par value			4				-				2	(k)			-				6
Additional paid-in capital			618,711				-				2,637,349	(k)			-				3,256,060
Accumulated other comprehensive loss			(6,514	)			-				-				-				(6,514	)
Retained earnings			274,306				-				(18,903	)(k)			-				255,403
Total mezzanine equity, members' equity and stockholders’ equity			886,507				822,271				1,796,177				-				3,504,955
Total liabilities, mezzanine equity, members' equity and stockholders’ equity		$	1,120,567			$	1,936,495			$	997,158			$	915,571			$	4,969,791

See the accompanying notes to the unaudited pro forma condensed combined financial information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

For the Year Ended April 30, 2025

(in thousands, except share and per share data)

		AeroVironment Historical				BlueHalo Historical, After Reclassifications (Note 2)				Merger Transaction Accounting Adjustments (Note 5A)				Financing Transaction Adjustments (Note 5B)				Pro Forma Combined
Revenue:
Product sales		$	692,722			$	396,630			$	-			$	-			$	1,089,352
Contract services			127,905				446,055				-				-				573,960
			820,627				842,685				-				-				1,663,312
Cost of sales:
Product sales			404,347				288,744				48,861	(a)			-				741,952
Contract services			97,644				381,799				19,879	(b)			-				499,322
			501,991				670,543				68,740				-				1,241,274
Gross margin:
Product sales			288,375				107,886				(48,861	)			-				347,400
Contract services			30,261				64,256				(19,879	)			-				74,638
			318,636				172,142				(68,740	)			-				422,038
Selling, general and administrative			158,753				210,250				110,455	(c)			-				479,458
Research and development			100,729				15,126				-				-				115,855
Impairment of goodwill			18,359																18,359
Income (loss) from operations			40,795				(53,234	)			(179,195	)			-				(191,634	)
Other (loss) income:
Interest income (expense), net			(2,188	)			(74,159	)			74,159	(d)			(66,741	)(a)			(68,929	)
Other income (expense), net			1,057				6,823				-				-				7,880
Income (loss) before income taxes			39,664				(120,570	)			(105,036	)			(66,741	)			(252,683	)
Provision for (benefit from) income taxes			882				(25,560	)			(42,026	)(e)			(16,018	)(b)			(82,722	)
Equity method investment (loss) income, net of tax			4,837				-				-				-				4,837
Net income (loss)		$	43,619			$	(95,010	)		$	(63,010	)		$	(50,723	)		$	(165,124	)
Net income (loss) per share
Basic		$	1.56															$	(3.63	)
Diluted			1.55																(3.63	)
Weighted-average shares outstanding:
Basic			28,018,656				-				17,425,849	(f)			-				45,444,505
Diluted			28,173,488				-				17,271,017	(f)			-				45,444,505

See the accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

AeroVironment’s and BlueHalo’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align AeroVironment’s and BlueHalo’s financial statements presentation. AeroVironment is currently in the process of evaluating BlueHalo’s accounting policies. As a result of that review, additional differences could be identified among the accounting policies of the companies. Based upon the review prepared to date, AeroVironment has determined that no significant adjustments are necessary to conform BlueHalo’s financial statements to the accounting policies used by AeroVironment.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC Topic 805, with AeroVironment as the accounting acquirer of BlueHalo using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of AeroVironment and BlueHalo. Under ASC Topic 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value. The excess of the preliminary estimated merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The preliminary estimated merger consideration is based upon the estimated shares of AeroVironment to be issued multiplied by AeroVironment’s share price and cash payments by AeroVironment at the Closing Date. Transaction costs associated with the business combinations are expensed as incurred.

The allocation of the preliminary estimated merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the preliminary estimated merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Merger could differ materially from the preliminary. The final valuation will be based on the actual net tangible and intangible assets existing at the acquisition date.

The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that AeroVironment believes are reasonable under the circumstances. AeroVironment is not aware of any material transactions between AeroVironment and BlueHalo nor amongst BlueHalo during the periods presented that have not already been eliminated in consolidation of BlueHalo. Accordingly, adjustments to eliminate transactions between AeroVironment and BlueHalo have not been reflected in the unaudited pro forma condensed combined financial information.

Note 2 - Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, AeroVironment management performed a preliminary analysis of BlueHalo’s financial information to identify differences in financial statement presentation as compared to the presentation of AeroVironment. With the information currently available, AeroVironment has determined that no significant adjustments are necessary to conform BlueHalo’s financial statements to those used by AeroVironment. However, certain reclassification adjustments have been made to conform BlueHalo’s historical financial statement presentation to AeroVironment’s financial statement presentation and accounting policies. Following the Closing Date, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

A) Refer to the table below for a summary of reclassification adjustments made to present BlueHalo’s balance sheet as of March 31, 2025 to conform with that of AeroVironment’s (in thousands):

AeroVironment’s Historical Consolidated Balance Sheet Line Items		BlueHalo Historical Consolidated Balance Sheet Line Items		BlueHalo Historical Consolidated Balances As of March 31, 2025				Reclassification			Note		BlueHalo Historical, After Reclassifications As of March 31, 2025
Cash and cash equivalents		Cash and cash equivalents		$	55,247		$						$	55,247
Accounts receivable, net of allowance for doubtful accounts		Billed Receivables net of allowance for credit losses			65,478								65,478
Unbilled receivables and retentions		Contract assets			124,533								124,533
Inventories, net		Inventory			78,816								78,816
Income taxes receivable		Income taxes receivable			3,034								3,034
Prepaid expenses and other current assets		Prepaid and other current assets			18,530			179			(a)		18,709
Long-term investments								390			(b)		390
Property and equipment, net		Property and equipment, net			122,455								122,455
Operating lease right-of-use assets		Operating lease right-of-use assets			75,183								75,183
Intangibles, net		Intangible assets, net			515,106								515,106
Goodwill		Goodwill			874,306								874,306
Other assets		Other noncurrent assets			3,628			(390	)		(b)		3,238
Accounts payable		Accounts payable			62,937			(3,302	)		(a), (c)		59,635
Wages and related accruals		Accrued payroll and related liabilities			45,127								45,127
Customer advances		Contract liabilities			23,468			7,603			(d)		31,071
Current portion of long-term debt		Current portion of notes payable			794,780			45,000			(e)		839,780
		Line of credit			45,000			(45,000	)		(e)		-
Current operating lease liabilities		Current operating lease liability			11,808								11,808
Income taxes payable								212			(f)		212
Other current liabilities		Other current liabilities			18,568			(4,007	)		(c),(d),(f), (g)		14,561
		Related party notes payable			11,100			(11,100	)		(g), (h)		-
Long-term debt, net of current portion								10,773			(h)		10,773
Non-current operating lease liabilities		Non-current operating lease liability			76,548								76,548
Other non-current liabilities		Other noncurrent liabilities			924								924
Liability for uncertain tax positions
Deferred income taxes		Deferred income taxes			23,785								23,785
		Preferred units			91,926								91,926
		Members equity			730,345								730,345

(a)	Reclassification of $(0.2) million of Prepaid and other current assets to Accounts payable.
(b)	Reclassification of $0.4 million of Other noncurrent to Long-term investments.
(c)	Reclassification of $3.5 million of Accounts payable to Other current liabilities.
(d)	Reclassification of $(7.6) million of Contract liabilities to Other current liabilities.
(e)	Reclassification of $45.0 million of Line of credit to Current portion of long-term debt.
(f)	Reclassification of $0.2 million of Other current liabilities to Income taxes payable.
(g)	Reclassification of $0.3 million of Related party notes payable to Other current liabilities.
(h)	Reclassification of $10.8 million of Related party notes payable to Long-term debt, net of current position.

B) Refer to the table below for a summary of adjustments made to present BlueHalo’s statement of operations for the twelve months ended March 31, 2025 to conform with that of AeroVironment’s (in thousands):

				A				B				C				A + B - C
AeroVironment’s Historical Statement of Income Line Items		BlueHalo Historical Consolidated Statement of Operations Line Items		BlueHalo Historical Year Ended December 31, 2024				BlueHalo Historical Three Month Ended March 31, 2025				BlueHalo Historical Three Month Ended March 31, 2024				BlueHalo Historical Twelve Month Ended March 31, 2025				Reclassification				Note		BlueHalo Historical, After Reclassifications Twelve Month Ended March 31, 2025
Revenue:		Revenue:
Product Sales		Product Sales		$	370,827			$	108,359			$	82,556			$	396,630									$	396,630
Contract Services		Contract Services			423,937				101,805				79,687				446,055										446,055
Cost of sales:		Cost of revenue:
Product Sales		Product Sales			194,006				53,621				45,488				202,139				86,605			(a), (c)			288,744
Contract Services		Contract Services			255,128				63,345				49,864				268,609				113,190			(b), (d)			381,799
Selling, general and administrative		Selling, general and administrative			318,427				74,953				61,691				331,689				(121,439	)		(a), (b), (e)			210,250
Research and development		Research and development			8,286				9,399				2,559				15,126										15,126
		Depreciation and amortization			70,332				20,313				12,289				78,356				(78,356	)		(c), (d), (e)			-
Interest income (expense), net		Interest expense			(65,329	)			(25,009	)			(16,179	)			(74,159	)									(74,159	)
Other income (expense), net		Other income			6,946				164				287				6,823										6,823
Provision for (benefit from) income taxes		Income tax expense (benefit)			(32,352	)			(835	)			(7,627	)			(25,560	)									(25,560	)

(a) Reclassification of $78.3 million of reimbursable overhead expenses from Selling, general and administrative to Cost of sales - Product sales to conform with AeroVironment’s accounting policy.

(b) Reclassification of $103.8 million of reimbursable overhead expenses from Selling, general and administrative to Cost of sales - Contract services to conform with AeroVironment’s accounting policy.

(c) Reclassification of $8.3 million of technology-related intangible asset amortization expense from Depreciation and amortization to Cost of sales - Product sales.

(d) Reclassification of $9.4 million technology-related intangible asset amortization expense from Depreciation and amortization related to Cost of sales - Contract services.

(e) Reclassification of $60.7 million of the remaining depreciation and amortization not included in (c) and (d), above, from Depreciation and amortization to Selling, general and administrative.

Note 3 – Preliminary Merger Consideration Allocation

Merger consideration

The following table summarizes the preliminary estimated merger consideration (in thousands):

		Amount
Preliminary merger consideration transferred (i)		$	2,640,365
Settlement of BlueHalo’s transaction expenses by AeroVironment			25,214
Settlement of BlueHalo’s indebtedness as of the Closing date			863,207
Preliminary estimated merger consideration		$	3,528,786

i) The fair value of AeroVironment’s common stock issued is based on 17,425,849 shares issued as consideration and the closing share price of $151.52 on April 30, 2025. The amount of shares issued as consideration is based upon the terms of the Merger Agreement, which provide for an aggregate merger consideration of 18,548,698 shares less the Closing Share Leakage Amount of 24,716 shares and the Excess Closing Indebtedness Share Amount of 1,098,133 shares.

Preliminary merger consideration allocation

The assumed accounting for the Merger, including the estimated preliminary merger consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed in the Merger, AeroVironment used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. AeroVironment is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that AeroVironment believes are reasonable under the circumstances. The purchase price adjustments relating to the Merger are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary estimated merger consideration allocation, as if the Merger had been completed on April 30, 2025 (in thousands):

		Amount
Assets:
Cash and cash equivalents		$	55,247
Accounts receivable, net of allowance for doubtful accounts			65,478
Unbilled receivables and retentions			124,533
Inventories, net (i)			110,000
Income taxes receivable			3,034
Prepaid expenses and other current assets			18,709
Long-term investments			390
Property and equipment, net			82,744
Operating lease right-of-use assets			75,183
Deferred income taxes (iii)			-
Intangibles, net (ii)			1,070,000
Goodwill			2,301,321
Other assets			1,812
Liabilities:
Accounts payable			59,635
Wages and related accruals			45,127
Customer advances			31,071
Current portion of long-term debt			-
Current operating lease liabilities			11,808
Income taxes payable			212
Other current liabilities			3,582
Long-term debt, net of current portion			-
Non-current operating lease liabilities			76,548
Other non-current liabilities			924
Liability for uncertain tax positions			-
Deferred income taxes (iii)			150,758
Preliminary estimated merger consideration		$	3,528,786

i) The unaudited pro forma condensed combined balance sheet has been adjusted to record the acquired inventories at a preliminary fair value of approximately $110.0 million, an increase of $31.2 million from the carrying value. The unaudited pro forma condensed combined statement of income (loss) for the year ended April 30, 2025 has been adjusted to recognize additional cost of goods sold related to the increased basis. The additional costs are not anticipated to affect the consolidated statement of income (loss) beyond twelve months after the acquisition date.

ii) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following (in thousands):

		Preliminary Fair Value				Estimated Useful Life (Years)
Preliminary fair value of intangible assets acquired:
Backlog		$	50,000				1
Customer relationships			620,000				7
Developed technology			400,000				4-10
Intangible assets acquired		$	1,070,000

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $19.4 million for the year ended April 30, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

The fair value assigned to intangible assets has been estimated based on third-party preliminary valuation studies utilizing income-based methodologies and corroborated with benchmarks of similar transactions in the industry.

iii) Deferred tax assets and liabilities were derived based on incremental differences in the book and tax basis created from the preliminary purchase allocation. In addition, as a result of the Merger, AeroVironment expects to realize the benefit of certain deferred tax assets where BlueHalo’s previously recorded a valuation allowance, therefore the valuation allowance is expected to be reduced in purchase accounting.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

A) Adjustments included in the Merger Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of April 30, 2025 are as follows:

(a) Reflects adjustment to cash and cash equivalents (in thousands):

		Amount
Estimated Merger transaction costs (i)		$	(21,903	)
Settlement of BlueHalo’s indebtedness, including accrued interest			(863,207	)
Settlement of BlueHalo's transaction expenses			(25,214	)
Net pro forma merger transaction accounting adjustment		$	(910,324	)

i) These non-recurring costs consist of legal advisory, financial advisory, accounting and consulting costs of AeroVironment related to the Merger.

(b) Reflects the preliminary purchase accounting adjustment for inventories based on the acquisition method of accounting (in thousands).

		Amount
Preliminary fair value of acquired inventories		$	110,000
Less: BlueHalo’s historical net book value of inventories			(78,816	)
Net pro forma merger transaction accounting adjustment		$	31,184

(c) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized (in thousands).

		Amount
Preliminary fair value of acquired intangibles		$	1,070,000
Less: BlueHalo’s historical net book value of intangible assets			(515,106	)
Net pro forma merger transaction accounting adjustment		$	554,894

(d) Reflects the adjustment to write-off BlueHalo’s historical capitalized software of $39.7 million from property and equipment, net as the future cash flows associated with these assets are captured within the fair value of acquired intangibles.

(e) Reflects the adjustment to write-off BlueHalo’s historical patent costs of $1.4 million from other assets as the future cash flows associated with these assets are captured within the fair value of acquired intangibles.

(f) Reflects the elimination of historical goodwill and excess of the estimated GAAP purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed (in thousands).

		Amount
Goodwill per purchase price allocation (Note 4)		$	2,301,321
Less: BlueHalo’s historical goodwill			(874,306	)
Net pro forma merger transaction accounting adjustment		$	1,427,015

(g) Represents the adjustment to deferred tax liability of $127.0 million associated with the incremental differences in the book and tax basis created from the preliminary purchase allocation, primarily resulting from the preliminary fair value of intangible assets. Further, represents a reclassification of AeroVironment’s historical deferred tax asset of $61.5 million to net against the deferred tax liability, above. These adjustments were based on the applicable statutory tax rate with the respective estimated purchase price allocation. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods after completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(h) Reflects the net reduction in accounts payable related to AeroVironment’s merger transaction expenses of $3.0 million payable as of April 30, 2025.

(i) Reflects the net reduction in other current liabilities related to the write-off of BlueHalo’s accrued interest of $4.0 million and accrued transaction expenses of $7.0 million, respectively, as of March 31, 2025 which will be settled at close.

(j) Reflects the impact of the settlement of BlueHalo’s debt. The impact on current portion of long-term debt and long-term debt have been adjusted for the following (in thousands).

		Current portion of long- term debt				Long-term debt				Total
BlueHalo’s indebtedness to be settled at close		$	(844,766	)		$	(10,773	)		$	(855,539	)
Eliminate BlueHalo’s Companies’ unamortized deferred financing fees			4,986				-				4,986
Net pro forma merger transaction accounting adjustment		$	(839,780	)		$	(10,773	)		$	(850,553	)

(k) Reflects the adjustments to Stockholders’ equity (in thousands):

		Mezzanine equity				Members’ Equity				Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated other comprehensive loss
Elimination of BlueHalo’s historical equity		$	(91,926	)		$	(730,345	)		$	-			$	-			$	-			$	-
Estimated shares of AeroVironment common stock issued to BlueHalo’s equity-holders			-				-				2				2,640,363				-				-
Estimated expensed transaction costs (i)			-				-				-				-				(18,903	)			-
Estimated deferred transaction costs (ii)			-				-				-				(3,014	)			-				-
Net pro forma merger transaction accounting adjustments		$	(91,926	)		$	(730,345	)		$	2			$	2,637,349			$	(18,903	)		$	-

i) Consists of AeroVironment’s non-recurring financial advisory, legal advisory, accounting, and consulting costs associated with the Merger that were not eligible to be deferred.

ii) Consists of AeroVironment’s non-recurring financial advisory, legal advisory, accounting, and consulting costs associated with the Merger that were eligible to be deferred and recorded within prepaid expenses and other current assets.

B) Adjustments included in the Financing Transactions Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of April 30, 2025 are as follows:

(a) Reflects adjustment to cash and cash equivalents related to the Financing Transactions (in thousands):

		Amount
Proceeds from Term Loan A facility (i)		$	700,000
Debt issuance costs (ii)			(7,859	)
Proceeds from Revolving Facility (iii)			225,000
Net pro forma financing transaction adjustment		$	917,141

i) Total principal amount of AeroVironment’s Term Loan A facility with BofA NA and BofA Securities, Inc. issued in contemplation of the Merger.

ii) Consists of the commitment fee, structuring fee, legal fees, and other debt issuance costs.

iii) Total proceeds received by AeroVironment from drawing upon the Revolving Facility.

As of April 30, 2025, AeroVironment had accrued debt issuance costs associated with the Financing Transaction of $2.7 million within accounts payable.

(b) Reflects the impact of the Financing Transactions. The impact on current portion of long-term debt and long-term debt have been adjusted for the following (in thousands)

		Current portion of long- term debt				Long-term debt				Total
Term Loan A Facility (i)		$	35,000			$	665,000			$	700,000
Debt issuance costs related to Term Loan A facility (ii)			-				(6,704	)			(6,704	)
Revolving Facility (iii)			-				225,000				225,000
Net pro forma financing transaction adjustment		$	35,000			$	883,296			$	918,296

i) Relates to the Term Loan A facility issued by AeroVironment in contemplation of the Merger.

ii) Consists of the commitment fee, structuring fee, legal fees and other debt issuance costs.

iii) Total proceeds received by the AeroVironment from drawing upon the Revolving Facility. Capitalized debt issuance costs associated with the Revolving Facility of $0.7 million were reflected as a pro forma financing transaction adjustment to other assets.

As of April 30, 2025, AeroVironment had capitalized debt issuance costs associated with the Financing Transactions of $2.2 million within prepaid and other current assets. AeroVironment expensed $0.5 million of debt issuance costs associated with the Financing Transaction for the year ended April 30, 2025.

Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Income (Loss)

A) Adjustments included in the Merger Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of income (loss) for the year ended April 30, 2025 are as follows:

(a) Reflects the adjustments to cost of product sales including the amortization of the estimated fair value of intangibles and the amortization of the estimated inventory fair value adjustment (in thousands).

		For the Year Ended April 30, 2025
Amortization of intangible assets		$	26,005
Less: BlueHalo’s historical amortization of intangible assets			(8,328	)
Amortization of inventory fair value adjustment			31,184
Net pro forma merger transaction accounting adjustment		$	48,861

(b) Reflects the adjustments to cost of contract services sold including the amortization of the estimated fair value of intangibles (in thousands).

		For the Year Ended April 30, 2025
Amortization of intangible assets		$	29,245
Less: BlueHalo’s historical amortization of intangible assets			(9,366	)
Net pro forma merger transaction accounting adjustment		$	19,879

(c) Reflects the adjustments to selling, general and administrative expenses (“SG&A”) including the amortization of the estimated fair value of intangibles and the estimated transaction costs expensed (in thousands).

		For the Year Ended April 30, 2025
Amortization of intangible assets		$	138,571
Less: BlueHalo’s historical amortization of intangible assets			(35,830	)
Less: BlueHalo’s historical depreciation of capitalized software assets			(11,189	)
Estimated AeroVironment transaction expenses(i)			18,903
Net pro forma merger transaction accounting adjustment		$	110,455

i) Represents additional transaction costs to be incurred by AeroVironment after April 30, 2025. These costs will not affect AeroVironment’s consolidated statement of income (loss) beyond twelve months after the acquisition date

(d) Reflects the removal of historical interest expense associated with BlueHalo’s existing indebtedness which was extinguished at the Closing date of the Merger (in thousands):

		For the Year Ended April 30, 2025
BlueHalo’s historical interest expense, net of interest income		$	74,159

(e) To record the income tax impact of the pro forma adjustments (in thousands):

		For the Year Ended April 30, 2025
Net pro forma merger transaction accounting adjustments to income (loss) before income taxes		$	(105,036	)
Less: BlueHalo’s historical interest expense (i)			(74,159	)
Less: AeroVironment transaction expenses estimated to not be deductible for tax purposes (ii)			4,085
Historical and pro forma amounts to be tax affected			(175,110	)
Estimated statutory income tax rate (iii)			24	%
Net pro forma merger transaction accounting adjustment		$	(42,026	)

i) BlueHalo historically was unable to recognize a tax benefit when recognizing interest expense due to a limitation under Section 163(j) and associated valuation allowance against its Section 163(j) carryover tax attribute, as it was determined the realizability of such attribute was not at more-likely-than-not. Consequently, no adjustment has been made to tax effect the reversal of historical interest expense. AeroVironment is expected to recognize a tax benefit when recognizing interest expense as the realizability is deemed to be at more-likely-than-not, and therefore the prospective interest expense has been tax effected.

ii) Reflects $14.8 million of AeroVironment transaction expenses estimated to be deductible for tax purposes.

iii) Represents an estimated statutory income tax rate in effect of 24% for the year ended April 30, 2025. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods after completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(f) The pro forma basic and diluted weighted average shares outstanding are as follows (in thousands):

		For the Year Ended April 30, 2025
Pro forma basic and dilutive weighted average shares:
Historical weighted average AeroVironment common stock shares outstanding			28,018,656
Issuance of shares to BlueHalo			17,425,849
Pro forma weighted average shares – basic and dilutive			45,444,505

Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 154,832 for the year ended April 30, 2025.

B) Adjustments included in the Financing Transactions Adjustment column in the accompanying unaudited pro forma condensed combined statement of income (loss) for the year ended April 30, 2025 are as follows:

(a) Reflects the interest income (expense), net related to the financing and amortization of issuance costs related to the Financing Transactions (in thousands):

		For the Year Ended April 30, 2025
Interest expense related to the Financing Transactions (i)		$	(63,148	)
Amortization of debt issuance costs related to AeroVironment’s financing			(3,593	)
Net pro forma financing transaction adjustment:		$	(66,741	)

i) Reflects an estimated interest rate of 6.9%. A 0.125% variance in the weighted–average variable interest rates would result in a $1.1 million change in income before income taxes annually.

(b) To record the income tax impact of the pro forma adjustments utilizing an estimated statutory income tax rate in effect of 24% for the year ended April 30, 2025. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the blended rate will likely vary from the actual effective rate in periods after completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.