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

July 21, 2025	0-7928
August 18, 2025		0-7928
Date of Report (Date of earliest event reported)	~~Commission File Number~~	Commission File Number

Comtech_logo_full_color_light_bkgrnd no tag horizontal (1) (002)_SIDE BY SIDE.jpg


(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

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 5.~~01.~~02 Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Appointment ~~Amended~~of ~~Credit Agreement~~Director

On ~~July~~August 2118, 2025, ~~Comtech~~the ~~Telecommunications Corp.~~Board of Directors (the “~~Company~~Board”) ~~entered~~of ~~into~~Comtech ~~the~~Telecommunications ~~Amendment No~~Corp. ~~3 to Credit Agreement~~ (“~~Senior~~Comtech” ~~Amendment~~or ~~No.~~the 3“Company”) ~~with~~appointed ~~the~~Mr. ~~lenders~~Lloyd ~~party~~A. ~~thereto,~~Sprung ~~TCW~~as ~~Asset~~an ~~Management Company~~independent ~~LLC,~~director. asMr. ~~administrative~~Sprung, ~~agent~~55, (is the ~~“Administrative~~Managing ~~Agent”),~~Member ~~and~~of ~~Wingspire Capital~~LAS ~~LLC~~Advisors, asan ~~revolving~~independent ~~agent~~financial ~~(in~~and ~~such~~strategic ~~capacity,~~advisory ~~the~~firm ~~“Revolving~~he ~~Agent” and,~~founded ~~together~~in ~~with~~January ~~the~~2024. ~~Administrative~~He ~~Agent,~~previously ~~the~~served ~~“Agents”)~~as ~~which~~Managing ~~amends~~Director ~~that certain~~at ~~Credit~~UBS ~~Agreement,~~from ~~dated~~August as2017 ofto ~~June~~December 172023, ~~2024,~~during ~~among~~which ~~the~~he ~~Company,~~led the ~~lenders~~Private ~~party~~Debt ~~thereto~~Advisory ~~and~~practice. ~~the~~Prior ~~Agents~~to (this, he served as ~~amended~~Senior byManaging ~~that certain~~Director ~~Waiver~~at ~~and~~Evercore ~~Amendment~~from ~~No.~~April 12011 to ~~Credit~~May ~~Agreement~~2017, ~~dated~~Managing asDirector ofat ~~October~~Miller ~~17,~~Buckfire ~~2024,~~from 2001 to 2010 and ~~that~~previously ~~certain~~Vice ~~Waiver~~President ~~and~~at ~~Amendment~~Merrill NoLynch. 2Mr. ~~to Credit~~Sprung ~~Agreement,~~obtained ~~dated~~his asBachelor of ~~March~~Arts 3,degree ~~2025~~in ~~(“Senior~~Economics ~~Amendment~~from ~~No.~~University ~~2”),~~of ~~the “Existing~~Pennsylvania ~~Credit~~and ~~Agreement”~~Masters ~~and,~~in asBusiness ~~amended~~Administration byas ~~Senior~~a ~~Amendment~~Baker ~~No.~~Scholar 3,from ~~the “Amended~~Harvard ~~Credit~~Business ~~Agreement”)~~School.

~~Senior Amendment No~~Mr. 3Sprung’s ~~amends~~extensive ~~the~~corporate ~~Existing Credit Agreement to~~finance, ~~among~~capital ~~other~~markets ~~things, (i) suspend, until the four-quarter period ending January 31, 2027, testing of the fixed charge coverage ratio, the net leverage ratio~~ and ~~the~~restructuring ~~minimum~~experience ~~EBITDA~~qualifies ~~covenants~~him ~~in the Amended Credit Agreement, (ii) alter the interest rate margins applicable~~ to ~~Term~~serve ~~Loans~~on ~~(as described in further detail below), (iii) delay~~ the ~~scheduled~~board. ~~repayment~~His ofappointment asatisfies ~~portion of~~ the ~~principal~~Company’s ofobligation ~~the Term Loans (as described in further detail below), (iv) delay the scheduled repayment of fees due pursuant~~ to ~~Senior~~appoint ~~Amendment~~an ~~No.~~independent ~~2, (v)~~director ~~reduce~~mutually ~~the~~agreed ~~minimum~~by ~~EBITDA requirement (as described in further detail below), (vi) reduce~~ the ~~minimum quarterly average liquidity requirement from $17.5 million to $15.0 million, (vii) permit the~~ Company ~~to engage in the sale or disposition of certain properties~~ and ~~assets~~ ~~approved~~TCW byAsset ~~the~~Management ~~Administrative~~Company ~~Agent~~LLC (the “~~Specified~~Administrative ~~Permitted Individual Disposition~~Agent”), ~~on the terms, and subject to documentation, reasonably acceptable to the Administrative Agent so long~~ as ~~65%~~required ofby ~~the~~its ~~net cash proceeds from the Specified Permitted Individual Disposition are applied against the outstanding principal amount of the obligations under the Amended~~ Credit Agreement, ~~and 35%~~dated ofJune ~~such~~17, ~~net cash proceeds are applied against the outstanding principal amount of the subordinated term loans under the Amended Subordinated Credit Agreement (as defined below)~~2024, and ~~(viii)~~subsequently ~~require the Company to adopt management incentive and retention arrangements for its key personnel in connection with the contemplation of the Company’s strategic alternatives~~amended.

The ~~Amended~~Board ~~Credit~~has ~~Agreement~~determined ~~provides~~ that ~~the interest rate margins on the Term Loans are 9~~Mr.~~50%~~ ~~and~~Sprung ~~10.50%~~qualifies ~~for~~as ~~Base~~an ~~Rate~~independent ~~Loans~~director ~~and~~in ~~SOFR~~accordance ~~Loans,~~with ~~respectively, until~~ the ~~first~~requirements ~~business day~~ of the ~~month~~Nasdaq ~~following~~Stock ~~January 31, 2027, when the Company has delivered financial statements demonstrating compliance with the financial covenants under the Amended Credit Agreement~~Exchange. ~~If demonstrated, the interest rate margins revert to (i) for Base Rate Loans, a margin ranging from 7~~Mr.~~50%~~ toSprung ~~9.00%~~will ~~and~~serve ~~(ii) for SOFR Loans, a margin ranging from 8.50% to 10.00%, in each case, based~~ on ~~whether~~ the ~~Company’s net~~Audit ~~leverage~~Committee ~~ratio~~and ~~during~~ the ~~applicable~~Strategic ~~determination~~Review ~~period~~Committee ~~ranges~~of ~~from~~the ~~less than 1~~Board.~~75x~~ ~~to greater than or equal to 3.25x, respectively.~~

~~The~~There ~~Amended~~are ~~Credit~~no ~~Agreement~~other ~~also~~arrangements ~~defers $3,037,500~~or ofunderstandings ~~the~~between ~~term~~Mr. ~~loan~~Sprung ~~payment~~and ~~otherwise~~any ~~due~~other onpersons ~~July~~pursuant ~~31,~~to ~~2025~~which ~~until~~Mr. ~~(x)~~Sprung ~~the~~was ~~maturity~~selected ofas ~~the~~a ~~Amended Credit Agreement~~director, orand ~~(y) January~~there ~~31,~~are ~~2026,~~no transactions in ~~the~~which ~~case~~Mr. ~~that~~Sprung ~~the Company~~ has ~~not~~an ~~filed~~interest bywhich ~~December~~require ~~31,~~disclosure ~~2025,~~under ~~either~~Item 404(ia) aof ~~Form~~Regulation 10S-K. ~~annual~~Mr. ~~report~~Sprung ~~accompanied~~will byreceive ancompensation ~~opinion~~for ofservice on the ~~Company's~~ ~~independent~~Board ~~registered~~in ~~public~~accordance ~~accounting~~with ~~firm~~the ~~free~~standard ~~from~~compensatory ~~any~~arrangement ~~“going~~described ~~concern”~~in ~~or like qualification or exception with respect to~~ the Company'’s ~~consolidated~~proxy ~~financial~~statement ~~statements~~filed ~~for~~on ~~the~~November ~~relevant~~27, ~~fiscal year ended~~2024, orfor ~~(ii)~~non-employee adirectors, ~~Form~~as ~~10-Q~~amended. ~~quarterly~~In ~~report~~connection ~~that includes~~with ~~footnote~~his ~~disclosure~~appointment, ~~(with~~Mr. ~~which~~Sprung and the Company's ~~independent~~will ~~registered~~enter ~~public~~into ~~accounting~~an ~~firm~~Indemnification ~~does~~Agreement ~~not disagree)~~ in the ~~financial statements~~same ~~accompanied~~form ~~thereby~~as ~~that~~the ~~affirmatively~~Form ~~includes~~of ~~management's~~Indemnification ~~assessment~~Agreement ~~that~~which ~~there~~was ispreviously nofiled ~~longer~~as aExhibit ~~substantial~~10.1 ~~doubt~~to ~~about~~ the Company'’s ~~ability~~Form to8-K ~~continue~~filed ason aDecember ~~going~~13, ~~concern~~2024.

~~Under~~On ~~the~~August ~~Amended Credit Agreement~~18, ~~the~~2025 ~~required minimum EBITDA was amended and restated such that (i) for~~ the ~~four-quarter period ending January 31, 2027, the~~ Company ~~shall~~issued ~~maintain~~ a ~~minimum~~press ~~EBITDA~~release ofannouncing ~~$32,500,000, (ii) for~~ the ~~four-quarter~~appointment ~~period~~of ~~ending~~Mr. ~~April 30~~Sprung, ~~2027, the Company shall maintain~~ a ~~minimum~~copy ~~EBITDA~~ of ~~$35,000,000,~~ ~~(iii)~~which ~~for~~is ~~the~~filed ~~four-quarter~~as ~~period~~Exhibit ~~ending~~99.1 ~~July~~to ~~31,~~this ~~2027,~~Form ~~the Company shall maintain a minimum EBITDA of $37,500,000, and (iv) for the four~~8-~~quarter~~K ~~period ending October 31, 2027~~ and ~~the~~is ~~four-quarter~~incorporated ~~period~~by ~~ending~~reference ~~on the last day of each fiscal quarter thereafter, the Company shall maintain a minimum EBITDA of $40,000,000~~herein.

AsItem ~~discussed~~9.01 Financial inStatements ~~further detail below, the Company will use the net proceeds of the Incremental Priority Subordinated Credit Facility (defined below) to pay certain transaction costs, fees~~ and ~~expenses related to the Amendments and to prepay, without premium, a portion of the outstanding Term Loans and Revolving Loans under the Amended Credit Agreement~~Exhibits.

~~Amended~~(d) ~~Subordinated Credit Agreement~~Exhibits.

On July 21, 2025, the Company entered into the Amendment No. 2 to Subordinated Credit Agreement (“Amendment No. 2” and, together with Senior Amendment No. 3, the “Amendments”) with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the “Subordinated Agent”), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1, dated as of March 3, 2025, the “Existing Subordinated Credit Agreement” and, as amended by Amendment No. 2, the “Amended Subordinated Credit Agreement”; the Amended Subordinated Credit Agreement, together with the Amended Credit Agreement, the “Credit Agreements”).


Exhibit No.			Description
99.1			Press Release, dated August 18, 2025, issued by Comtech Telecommunications Corp.
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Amendment No. 2 amends the Existing Subordinated Credit Agreement to, among other things, (i) provide for the incurrence of a $35.0 million incremental facility (as described in further detail below), (ii) suspend, until the four-quarter period ending January 31, 2027, testing of the fixed charge coverage ratio, the net leverage ratio and the minimum EBITDA covenants in the Amended Subordinated Credit Agreement, (iii) modify the interest rate applicable to the subordinated term loans (as described in further detail below), (iv) reduce the minimum EBITDA requirement (as described in further detail below), (v) reduce the minimum quarterly average liquidity requirement from $17.5 million to $15.0 million, (vi) permit the Company to engage in the Specified Permitted Individual Disposition, on the terms, and subject to documentation, reasonably acceptable to the Subordinated Agent (subject to the same requirement with respect to the application of any net cash proceeds from such Specified Permitted Individual Disposition as discussed above under the Amended Credit Agreement), and (vii) require the Company to adopt management incentive and retention arrangements for its key personnel in connection with the contemplation of the Company’s strategic alternatives (also as discussed under the Amended Credit Agreement).SIGNATURE

~~Amendment~~Pursuant ~~No.~~to ~~2 provides for an incremental priority subordinated unsecured term loan facility in~~ the ~~aggregate~~requirements ~~principal amount~~ of ~~$35.0 million (~~the ~~“Incremental~~Securities ~~Priority~~Exchange ~~Subordinated Credit~~Act ~~Facility”). The Company will use the net proceeds~~ of ~~the Incremental Priority Subordinated Credit Facility to pay certain transaction costs~~1934, ~~fees~~Comtech ~~and~~Telecommunications ~~expenses incurred in connection with the Amendments and to prepay, without premium, approximately (i) $28~~Corp.5 ~~million~~has ofduly ~~the~~caused ~~outstanding Term Loans under the Amended Credit Agreement, and (ii) $5.8 million of the outstanding Revolving Loans under the Amended Credit Agreement. As part of~~ this ~~prepayment,~~report ~~the~~to ~~Company~~be ~~will~~signed ~~also~~on ~~permanently reduce~~ its ~~Amended~~behalf ~~Credit Agreement Revolving Commitments~~ by ~~approximately $2.1 million. The interest on~~ the ~~Incremental~~undersigned ~~Priority~~hereunto ~~Subordinated~~duly Credit Facility shall be paid in kind monthly in arrears, by capitalizing and adding the unpaid and accrued amount of such interest to the aggregate outstanding principal amount of the Incremental Priority Subordinated Credit Facility on the last business day of each monthauthorized. The Incremental Priority Subordinated Credit Facility will rank senior in right of payment to the existing subordinated term loans under the Amended Subordinated Credit Agreement. Unlike the existing subordinated term loans, the Incremental Priority Subordinated Credit Facility is not subject to any make-whole premium.

~~Under~~COMTECH ~~the~~TELECOMMUNICATIONS Amended Subordinated Credit Agreement, the interest rate applicable to the Incremental Priority Subordinated Credit Facility shall be the greater of (x) the highest per annum interest rate then-applicable to the Term Loans under the Amended Credit Agreement, and (y) Term SOFR (as defined in the Amended Credit Agreement) plus 10CORP.5%. The Company shall deliver to the Subordinated Agent a certificate, signed by the chief financial officer or treasurer of the Company, on a quarterly basis certifying the applicable interest rate then in effect and the interest rate(s) that were in effect (and the duration of effect of each such interest rate) for Term Loans under the Amended Credit Agreement during the most recently completed fiscal quarter.

~~Under the Amended Subordinated Credit Agreement~~Dated: August 18, ~~the~~ ~~required~~2025 minimum EBITDA was amended and restated such that (i) for the four-quarter period ending January 31, 2027, the Company shall maintain a minimum EBITDA of $26,000,000, (ii) for the four-quarter period ending April 30, 2027, the Company shall maintain a minimum EBITDA of $28,000,000, (iii) for the four-quarter period ending July 31, 2027, the Company shall maintain a minimum EBITDA of $30,000,000, and (iv) for the four-quarter period ending October 31, 2027 and the four-quarter period ending on the last day of each fiscal quarter thereafter, the Company shall maintain a minimum EBITDA of $32,000,000.

~~Except~~By: /s/ asMichael ~~otherwise~~A. ~~discussed~~Bondi Name: Michael above, the Incremental Priority Subordinated Credit Facility generally has the same terms and is subject to the same conditions applicable to the existing subordinated term loans under the Amended Subordinated Credit AgreementA. ~~The~~Bondi ~~other~~Title: Chief ~~material~~Financial ~~terms of the Amended Subordinated Credit Agreement remain unchanged.~~Officer

Terms used, but not defined, in this Form 8-K have the meanings set forth in the Amended Credit Agreement or the Amended Subordinated Credit Agreement, as applicable. The foregoing descriptions of the Credit Agreements are not complete and are qualified in their entirety by the actual terms of the Credit Agreements, copies of which are attached to this report as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by Item 2.03 of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company on July 21, 2025 announcing the Incremental Priority Subordinated Credit Facility is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 3 to Credit Agreement, dated as of July 21, 2025, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as administrative agent, and Wingspire Capital LLC, as revolving agent.
10.2		Amendment No 2. to Subordinated Credit Agreement, dated as of July 21, 2025, by and among Comtech Telecommunications Corp., as borrower, the guarantors named therein, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent.
99.1		Press Release, dated July 21, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

Date: July 22, 2025

COMTECH TELECOMMUNICATIONS CORP. By: /s/ Michael A. Bondi Name: Michael A. Bondi Title: Chief Financial Officer

Filing Compare · COMTECH TELECOMMUNICATIONS CORP /DE/