Frequency Electronics Announces Pricing of Public Offering

Rhea-AI Summary

Frequency Electronics (NASDAQ: FEIM) priced its previously announced underwritten public offering of 1,739,131 common shares at $57.50 per share, for total gross proceeds of about $100 million. The company is issuing 1,086,957 new shares, while Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, affiliates of board member Jonathan Brolin, are selling 652,174 existing shares.

The offering is expected to close on July 30, 2026, subject to customary conditions. FEI granted underwriters a 30‑day option to buy up to 260,869 additional shares (15% of the base deal). According to the company, net proceeds to FEI will support growth opportunities, capital expenditures, working capital and general corporate purposes. FEI will not receive proceeds from selling stockholder shares. Morgan Stanley is lead book‑running manager and Craig‑Hallum is book‑running manager.

Positive

• $100 million gross proceeds targeted from public offering at $57.50 per share
• Primary issuance of 1,086,957 shares provides new capital to FEI
• 30‑day underwriter option for up to 260,869 additional shares
• Stated use of proceeds for growth, capex and working capital

Negative

• Equity dilution from issuance of 1,086,957 new common shares
• Potential further dilution if underwriters exercise 260,869‑share overallotment option
• Selling stockholders offering 652,174 shares without proceeds to FEI

News Explained

If completed, the primary issuance would dilute existing holders, while underwriting fees reduce FEI’s proceeds below gross proceeds.

FEI has priced the offering, but closing remains pending and is expected on July 30, 2026, subject to conditions; issuing its 1,086,957 new shares would increase the share count and reduce existing holders’ percentage ownership.

As an underwritten offering, investment banks buy the securities from FEI and resell them, so underwriting fees reduce FEI’s net proceeds below the stated gross amount.

Market Context

Frequency Electronics’ recent contract announcement, news_id 1085852, was followed by a 1.17% 24-hou...

Analysis

Frequency Electronics’ recent contract announcement, news_id 1085852, was followed by a 1.17% 24-hour move. For this offering, the record adds context; the active S-3 shelf and moderate short positioning are relevant risks to monitor.

Key Figures

Total offering shares: 1,739,131 shares Offering price: $57.50 per share Gross proceeds: $100 million +5 more

8 metrics

Total offering shares 1,739,131 shares Public offering

Offering price $57.50 per share Public offering

Gross proceeds $100 million Public offering

FEI shares offered 1,086,957 shares Primary offering

Selling stockholder shares 652,174 shares Secondary offering

Expected closing date July 30, 2026 Subject to customary closing conditions

Underwriter option 260,869 shares 30-day option; 15% of common stock sold

Registration effectiveness date July 21, 2026 Registration statement declared effective by the SEC

Historical Context

5 past events · Latest: Jul 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 23	Contract awards	Positive	+1.2%	Multiple aerospace and government contracts totaling approximately $18 million
Jul 15	Fiscal 2026 earnings	Negative	-5.3%	Revenue declined and the company reported a fiscal-year operating loss
Jul 09	Conference call notice	Neutral	+4.3%	Company scheduled its fiscal 2026 financial results conference call
May 27	Government contracts	Positive	+6.3%	New contracts and fiscal-year backlog exceeded $100 million
Apr 30	Revenue target	Positive	+14.7%	Company established a $150 million fiscal 2029 revenue target

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Historical reactions were aligned with four of five prior events; the sole divergence followed a conference-call scheduling notice.

Key Terms

underwritten public offering, selling stockholders, registration statement, prospectus supplement

4 terms

underwritten public offering financial

"announced the pricing of its previously announced underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

selling stockholders financial

"Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

registration statement regulatory

"A registration statement relating to these securities was filed"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"A preliminary prospectus supplement and an accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MITCHEL FIELD, N.Y., July 28, 2026 (GLOBE NEWSWIRE) -- Today, Frequency Electronics, Inc. (NASDAQ: FEIM) (“FEI” or the “Company”) announced the pricing of its previously announced underwritten public offering of 1,739,131 shares of its common stock at a public offering price of $57.50 per share for total gross proceeds of approximately $100 million. FEI is offering 1,086,957 shares, and Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, affiliates of Jonathan Brolin, a member of our board of directors, are offering a total of 652,174 shares as selling stockholders. The offering is expected to close on July 30, 2026, subject to customary closing conditions. In addition, FEI has granted the underwriters a 30-day option to purchase from FEI up to an additional 260,869 shares of common stock, equal to 15% of the common stock sold in the public offering, at the public offering price, less underwriting discounts and commissions. FEI expects to use the net proceeds it receives from the offering to fund additional growth opportunities, including for capital expenditures, working capital and other general corporate purposes. FEI will not receive any proceeds from the sale of any shares of common stock by the selling stockholders.

Morgan Stanley is acting as lead book-running manager and Craig-Hallum is acting as book-running manager for the offering.

A registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on July 21, 2026. Copies of the registration statement can be accessed through the SEC’s website free of charge at www.sec.gov. A preliminary prospectus supplement and an accompanying prospectus relating to and describing the terms of the offering were filed with the SEC and are available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the offering can be accessed through the SEC’s website free of charge at www.sec.gov or obtained free of charge from the lead book-running manager for the offering: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at prospectus@morganstanley.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Frequency Electronics

Frequency Electronics, Inc. (FEI) is a world leader in precision time and frequency generation technology, which is incorporated into commercial and U.S. Government satellites, Command, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance (“C4ISR”), and Electronic Warfare (“EW”) systems. Its technology is used for a wide range of space and non-space applications. FEI has received over 100 awards of excellence for achievements in providing high performance electronic assemblies for over 150 space and DOW programs. The Company invests significant resources in research and development to expand its capabilities and markets.

Forward-Looking Statements

Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding FEI’s expectations regarding the completion of the offering. Forward-looking statements involve known and unknown risks and uncertainties and no assurance can be given that the offering will be consummated on the terms described or at all. Completion of the offering and the terms thereof are subject to numerous factors, many of which are beyond the control of FEI, including market conditions, failure of customary closing conditions and the risk factors and other matters set forth in its periodic filings with the SEC. The forward-looking statements included in this press release are made only as of the date of the statement. FEI undertakes no obligation to update or review any forward-looking statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances or otherwise.

Contact information:	Dr. Thomas McClelland, President and Chief Executive Officer;
	Steven Bernstein, Chief Financial Officer

TELEPHONE: (516) 794-4500 EXT.5000

FAQ

What are the key terms of Frequency Electronics (NASDAQ: FEIM) July 2026 public offering?

Frequency Electronics priced an underwritten public offering of 1,739,131 shares at $57.50 per share, for about $100 million in gross proceeds. According to the company, it also granted underwriters a 30‑day option to buy up to 260,869 additional shares.

How many new FEIM shares is Frequency Electronics issuing in this offering?

Frequency Electronics is issuing 1,086,957 new common shares in the July 2026 offering. According to the company, an additional 652,174 existing shares are being sold by Edenbrook-affiliated stockholders, and FEI has granted a 30‑day option for up to 260,869 more.

How much money will Frequency Electronics (FEIM) receive from the July 2026 stock offering?

The offering totals about $100 million in gross proceeds at $57.50 per share, but not all go to FEI. According to the company, it receives proceeds only from 1,086,957 primary shares and none from the 652,174 selling‑stockholder shares.

What will Frequency Electronics use the FEIM offering proceeds for?

Frequency Electronics expects to use net proceeds to fund growth opportunities, including capital expenditures, working capital and general corporate purposes. According to the company, it will not receive any proceeds from the shares sold by the Edenbrook-affiliated selling stockholders.

When is the Frequency Electronics (FEIM) July 2026 stock offering expected to close?

The offering is expected to close on July 30, 2026, subject to customary closing conditions. According to the company, Morgan Stanley is lead book‑running manager and Craig‑Hallum is book‑running manager for this underwritten public offering.

Who are the selling stockholders in the Frequency Electronics (FEIM) July 2026 offering?

The selling stockholders are Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, affiliates of director Jonathan Brolin. According to the company, they are offering a total of 652,174 existing shares, and FEI will not receive those proceeds.

Does the FEIM July 2026 public offering include an overallotment option for underwriters?

Yes. Frequency Electronics granted underwriters a 30‑day option to purchase up to 260,869 additional FEIM shares, equal to 15% of the base offering. According to the company, these would be sold at the public price minus underwriting discounts and commissions.