CMTL

EX-99.1

2 fy26q4ex991earningsrelease.htm

EX-99.1

Document

Exhibit 99.1

COMTECH ANNOUNCES FINANCIAL RESULTS

FOR FOURTH QUARTER AND FISCAL YEAR 2026

Sixth Consecutive Quarter of Consolidated Positive Operating Cash Flow

Contributes to Rise in Consolidated Year-End Liquidity to $61.3 Million and Debt Reduction

Fiscal 2026 Adjusted EBITDA from Continuing Operations

Increases 26% to $20.6 Million as Gross Margin Expands to 39%

Enhanced Financial Flexibility Resulting from Improved Creditor and Preferred Stockholder Terms

with Additional Improvements Pending Anticipated Closing of Sale of Most of S&S Business

Poised to Capitalize on Dedicated Focus on Extending Allerium’s Leadership

in Mission Critical Public Safety and Communications Technologies

Chandler, Ariz. – October 14, 2026 – Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech” or the “Company”), a global communications technology leader, today reported financial results for its fourth quarter and fiscal year ended July 31, 2026.

Ken Traub, Chairman, President and CEO, stated:

“Our accomplishments in Fiscal 2026 highlight the successful execution of the transformation plan we announced when I took over as CEO during Fiscal 2025. Comtech is now a far stronger company operationally, financially, organizationally and strategically.

We generated positive consolidated operating cash flows for each of the last six quarters, with Fiscal 2026 generating $37.4 million. This enabled us to both increase our consolidated liquidity to $61.3 million at the end of the year, while also reducing our senior debt.

Our significantly improved operating and financial performance put us in a position of strength as we focused on two other major objectives for the year – executing on the strategic alternatives process and improving our capital structure.

We conducted a broad review of strategic alternatives and determined that the best path was to divest the majority of the Satellite and Space Communications (“S&S”) business and retain its cyber security training services and related businesses, so that we can dedicate our focus and attention on building upon Allerium's leadership position in public safety. We concluded that process in June with what we believe is an excellent outcome, a definitive agreement to sell most of the S&S business to an affiliate of Gilat Satellite Networks Ltd for $157.5 million. This transaction was enabled by the successful turnaround of the S&S business in the second half of Fiscal 2025 and 2026.

As a result of our improved performance, as well as the successful outcome of the strategic alternatives process, we were able to enter into favorable amendments to our senior debt, subordinated debt and preferred stock agreements contemporaneously with signing the definitive agreement with Gilat. These amendments provide the Company enhanced financial flexibility and a lower expected cost of capital. We are looking forward to additional refinancings following the anticipated closing of the sale of most of S&S, which we expect will further enhance our financial flexibility and reduce our cost of capital.

We are excited that the anticipated closing of this transaction will enable us to create a focused and dedicated business centered around Allerium's leadership position in mission critical public safety and communications technologies and our proprietary cyber security training services. This is a business that not only has an attractive financial profile with long-term customer relationships, recurring revenue and healthy backlog, but has significant opportunities for growth driven by our recent innovations, cross-selling and increasing market demands for our current and evolving offerings.

Our successful transformation has inspired a revived culture of confidence within our Company. Our employees are proud of how far we have come and are excited about the future ahead.

I would like to thank all of our employees for their dedication and loyalty as we have been successfully navigating the transformation and the current transition. In particular, I would like to recognize Mike Bondi, our Chief Financial Officer, and Don Walther, our Chief Legal Officer, who have both been instrumental in this transformation, and as we announced separately today, will be departing after a brief transition period that they are helping to lead. I would also like to welcome

1

Rich Nyren and Amy Rothstein-Hovey who both recently joined and will not only succeed to the CFO and CLO positions, but will be more tightly integrated into the remaining Allerium operation as we build a more strategically aligned, built-for-purpose operation for the future.”

Jeff Robertson, President of Allerium, added:

“We are entering an exciting time for Allerium, one that focuses on innovation and execution as we support the evolution of emergency communications. The market is shifting from traditional voice-based systems toward data-centric communications, real-time co

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cmtl-20260316FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972026-03-162026-03-16

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

March 16, 20260-7928 Date of Report (Date of earliest event reported)Commission File Number

Comtech Telecommunications Corp. (Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On March 16, 2026, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its second quarter ended January 31, 2026.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated March 16, 2026, reporting the financial results of the Company for its fiscal quarter ended January 31, 2026 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 16, 2026 By:    /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20251211FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-12-112025-12-11

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

December 11, 20250-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On December 11, 2025, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its first quarter ended October 31, 2025.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated December 11, 2025, reporting the financial results of the Company for its fiscal quarter ended October 31, 2025 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    December 11, 2025 By:    /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20251110FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-11-102025-11-10

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

November 10, 20250-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On November 10, 2025, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its fourth quarter and fiscal year ended July 31, 2025.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated November 10, 2025, reporting the financial results of the Company for its fiscal quarter and fiscal year ended July 31, 2025 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    November 10, 2025 By:    /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20250609FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-06-092025-06-09

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

June 9, 20250-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On June 9, 2025, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its third quarter ended April 30, 2025.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated June 9, 2025, reporting the financial results of the Company for its fiscal quarter ended April 30, 2025 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    June 9, 2025 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20250312FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-03-122025-03-12

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

March 12, 20250-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On March 12, 2025, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its second quarter ended January 31, 2025.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated March 12, 2025, reporting the financial results of the Company for its fiscal quarter ended January 31, 2025 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 12, 2025 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20250113FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-01-132025-01-13

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

January 13, 20250-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On January 13, 2025, Comtech Telecommunications Corp. (the “Company”) issued a press release announcing its results of operations for its first quarter ended October 31, 2024.

A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Press Release, dated January 13, 2025, reporting the financial results of the Company for its fiscal quarter ended October 31, 2024 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    January 13, 2025 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20241031FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972024-10-312024-10-31

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

October 31, 20240-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On October 31, 2024, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its fourth quarter ended July 31, 2024.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Fourth Quarter Fiscal Year 2024 Shareholder Letter, dated October 31, 2024 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    October 31, 2024 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

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2024-10-17 2024-10-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

October 17, 2024

0-7928

Date of Report

(Date of earliest event reported)

Commission File Number

Comtech Telecommunications Corp.

(Exact name of registrant as specified in its charter)

Delaware

11-2139466

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

¨ 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 exchange on which registered

Common Stock, par value $0.10 per share

CMTL

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.

The Amended Credit Agreement

On October 17, 2024, Comtech Telecommunications Corp. (the “Company”) entered into the Waiver and Amendment No. 1 to Credit Agreement (“Amendment No. 1”) with the lenders party thereto, TCW Asset Management Company LLC, as administrative agent (the “Administrative Agent”), and Wingspire Capital LLC (in such capacity, the “Revolving Agent” and, together with the Administrative Agent, the “Agents”) which amends that certain Credit Agreement, dated June 17, 2024, among the Company, the lenders party thereto and the Agents (the “Existing Credit Agreement” and, as amended by Amendment No. 1, the “Amended Credit Agreement”).

Amendment No. 1 waives certain defaults or events of default under the Existing Credit Agreement, including in connection with the Company’s Net Leverage Ratio and Fixed Charge Coverage Ratio covenants for the fourth fiscal quarter.

Amendment No. 1 also amends the Existing Credit Agreement to, amongst other things, (i) increase the interest rate margins applicable to the loans (as described in further detail below), (ii) modify certain financial and collateral reporting requirements, (iii) provide the Agents a consent right with respect to $27.5 million of revolver borrowings above $32.5 million (i.e., the current amount of revolver borrowings outstanding), (iv) permit the incurrence of $25.0 million of senior unsecured subordinated debt (as described in further detail below), (v) amend the maturity date to the earlier of (x) July 31, 2028 or (y) 90 days prior to the earliest date that the debt under the Subordinated Credit Agreement (as defined below) becomes due and payable (the “Senior Credit Facility Maturity Date”) and (vi) suspend financial covenant testing through the end of the fiscal quarter ending January 31, 2025.

Under the Amended Credit Agreement, the interest rate margins that are applicable to the Revolving Loans are increased by 1.00% at each level. Accordingly, the Amended Credit Agreement provides that Revolving Loans comprised of (i) Base Rate Loans shall bear interest at the Base Rate plus an additional margin ranging from 4.75% to 5.25% and (ii) SOFR Loans shall bear interest at the Term SOFR rate plus an additional margin ranging from 5.75% to 6.25%, each depending on the average quarterly revolving loan usage during the applicable determination period. The Amended Credit Agreement provides that the interest rate margins on the Term Loans are 12.00% per annum for Base Rate Loans and 13.00% per annum for SOFR Loans until the first business day of the month following January 31, 2025, when the Company has delivered financial statements demonstrating compliance with the financial covenants under the Amended Credit Agreement. If demonstrated, the interest rate margins revert to the margins provided under the Existing Credit Agreement with respect to Term Loans,

cmtl-20240618FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972024-06-182024-06-18

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

June 18, 20240-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On June 18, 2024, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its third quarter ended April 30, 2024.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Third Quarter Fiscal Year 2024 Shareholder Letter, dated June 18, 2024 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    June 18, 2024 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20240318FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972024-03-182024-03-18

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

March 18, 20240-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street, Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On March 18, 2024, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its second quarter ended January 31, 2024.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Second Quarter Fiscal Year 2024 Shareholder Letter, dated March 18, 2024 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 18, 2024 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20231207FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972023-12-072023-12-07

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

December 7, 20230-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On December 7, 2023, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its first quarter ended October 31, 2023 and guidance for its second quarter ending January 31, 2024.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 First Quarter Fiscal Year 2024 Shareholder Letter, dated December 7, 2023 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    December 7, 2023 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20231012FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972023-10-122023-10-12

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

October 12, 20230-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On October 12, 2023, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its fourth quarter and full year ended July 31, 2023.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Fourth Quarter Fiscal Year 2023 Shareholder Letter, dated October 12, 2023 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    October 12, 2023 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20230608FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972023-06-082023-06-08

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

June 8, 20230-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On June 8, 2023, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its third quarter ended April 30, 2023 and guidance for its fourth quarter ending July 31, 2023.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Third Quarter Fiscal Year 2023 Shareholder Letter, dated June 8, 2023 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    June 8, 2023 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20230309FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972023-03-092023-03-09

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

March 9, 20230-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On March 9, 2023, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its second quarter ended January 31, 2023 and guidance for its third quarter ending April 30, 2023.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Second Quarter Fiscal Year 2023 Shareholder Letter, dated March 9, 2023 (furnished and not filed herewith solely pursuant to Item 2.02).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 9, 2023 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20221208FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972022-12-082022-12-08

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

December 8, 20220-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On December 8, 2022, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its first quarter ended October 31, 2022 and guidance for its second quarter ending January 31, 2023.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On December 8, 2022, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on February 17, 2023 to stockholders of record at the close of business on January 18, 2023.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 First Quarter Fiscal Year 2023 Shareholder Letter, dated December 8, 2022 (furnished and not filed herewith solely pursuant to Item 2.02).

99.2 Press Release, dated December 8, 2022, announcing that the Company’s Board declared a quarterly cash dividend of $0.10 per common share (furnished and not filed herewith solely pursuant to Item 7.01).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    December 8, 2022 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20220929FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972022-09-292022-09-29

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

September 29, 20220-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNasdaq 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 2.02    Results of Operations and Financial Condition.

On September 29, 2022, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its fourth quarter and full year ended July 31, 2022.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On September 29, 2022, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on November 18, 2022 to stockholders of record at the close of business on October 19, 2022.

A copy of the press releases issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Fourth Quarter Fiscal Year 2022 Shareholder Letter, dated September 29, 2022 (furnished and not filed herewith solely pursuant to Item 2.02).

99.2 Press Release, dated September 29, 2022, announcing that the Company’s Board declared a quarterly cash dividend of $0.10 per common share (furnished and not filed herewith solely pursuant to Item 7.01).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    September 29, 2022 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20220609FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972022-06-092022-06-09

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

June 9, 20220-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNASDAQ 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 2.02    Results of Operations and Financial Condition.

On June 9, 2022, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its third quarter ended April 30, 2022, as well as its updated fiscal 2022 financial targets.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1, and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On June 9, 2022, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on August 19, 2022 to stockholders of record at the close of business on July 20, 2022.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Q3 Fiscal 2022 Shareholder Letter, dated June 9, 2022 (furnished and not filed herewith solely pursuant to Item 2.02).

99.2 Press Release, dated June 9, 2022, announcing that the Company’s Board declared a quarterly cash dividend of $0.10 per common share (furnished and not filed herewith solely pursuant to Item 7.01).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    June 9, 2022 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer

cmtl-20220310FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972022-03-102022-03-10

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

March 10, 20220-7928 Date of Report (Date of earliest event reported)Commission File Number

(Exact name of registrant as specified in its charter)

Delaware11-2139466 (State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230 Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

☐ 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 classTrading Symbol(s)Name of exchange on which registered Common Stock, par value $0.10 per shareCMTLNASDAQ 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 2.02    Results of Operations and Financial Condition.

On March 10, 2022, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its second quarter ended January 31, 2022, as well as its updated fiscal 2022 financial targets.

A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1, and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01    Regulation FD Disclosure.

On March 10, 2022, the Company also announced that its Board of Directors (the “Board”) approved the declaration of a quarterly cash dividend of $0.10 per common share, payable on May 20, 2022 to stockholders of record at the close of business on April 20, 2022.

A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription 99.1 Q2 Fiscal 2022 Shareholder Letter, dated March 10, 2022 (furnished and not filed herewith solely pursuant to Item 2.02).

99.2 Press Release, dated March 10, 2022, announcing that the Company’s Board declared a quarterly cash dividend of $0.10 per common share (furnished and not filed herewith solely pursuant to Item 7.01).

104Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    March 10, 2022 By:        /s/ Michael A. Bondi Name:    Michael A. Bondi Title:    Chief Financial Officer