[8-K] Aviat Networks, Inc. Reports Material Event

Rhea-AI Filing Summary

SEC Form 4 snapshot – Aon plc (AON)

Chief Financial Officer Edmund Reese reported RSU-related share activity dated 07/01/2025:

• 3,975 Class A ordinary shares were issued upon vesting of a 2024 restricted share unit (RSU) award (transaction code M).
• 2,198.114 shares were simultaneously withheld by the company to satisfy tax obligations at an average price of $356.93 (transaction code F).
• Post-transaction, Reese directly owns 1,776.886 shares and retains 7,950 unvested RSUs that will vest in equal thirds through 07/01/2027.

No open-market purchases or discretionary sales occurred; the filing represents a routine administrative conversion under the Aon plc 2011 Incentive Compensation Plan. Because the net share change is modest and entirely compensation-driven, the event is viewed as neutral from a market-impact perspective and does not alter Aon’s financial outlook or capital structure.

Positive

• 3,975 shares added to CFO’s holdings align management incentives with shareholders.

Negative

• 2,198 shares were withheld/disposed to cover taxes, reducing the net increase in ownership.

Insights

Portfolio Manager

TL;DR – Routine RSU vesting; CFO nets 1,777 shares, no open-market action, neutral signal for AON insider sentiment.

The filing shows standard executive compensation mechanics rather than an elective transaction. Reese converted 3,975 RSUs, surrendered 2,198 shares for taxes, and increased his direct ownership to roughly 1.8k shares while holding 7,950 RSUs that continue to vest. There is no evidence of either confidence-driven buying or concern-driven selling. Given Aon’s ~200 m share count, the net share movement is immaterial <0.001%. I view the disclosure as not impactful for valuation models or trading strategy.

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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

Date of Report (Date of earliest event reported): July 1, 2025

_______________________

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware

001-33278

20-5961564

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification No.)

200 Parker Dr., Suite C100A, Austin, Texas 78728

(Address of principal executive offices, including zip code)

(408)-941-7100

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 each exchange on which registered

Common Stock, par value $0.01 per share

AVNW

NASDAQ Stock Market LLC

Preferred Share Purchase Rights

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).

☐ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotion of Gary Croke

On July 1, 2025, the Board of Directors (the “Board”) of Aviat Networks, Inc. (the “Company”) approved the appointment of Gary Croke, the Company’s current Vice President of Marketing and Product Line Management, to serve as the Company’s Senior Vice President of Product and Innovation, effective as of July 1, 2025. In connection with his new role, the Board approved: (i) an increased annual base salary of $350,000; (ii) an annual target bonus award of 40% of Mr. Croke’s base salary; and (iii) an annual long term incentive award of 50% of Mr. Croke’s base salary. Additionally, in connection with this organizational change, Mr. Croke will receive a one-time grant of Restricted Stock Units (“RSUs”) with a grant date value equal to $400,000. Such RSUs will be granted pursuant to the Company’s normal form award agreement and will vest ratably over three years.

SIGNATURE

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 hereunto duly authorized.

AVIAT NETWORKS, INC.

Date: July 3, 2025

By:

/s/ Michael Connaway

Name:

Michael Connaway

Title:

Senior Vice President and Chief Financial Officer

FAQ

What insider transaction did AON’s CFO Edmund Reese report on 07/01/2025?

He converted 3,975 RSUs into Class A shares, a routine vesting event under Aon’s incentive plan.

How many AON shares were disposed of in the filing?

2,198.114 shares were withheld by the issuer to pay payroll taxes.

How many AON shares and RSUs does the CFO now hold?

Post-transaction he owns 1,776.886 shares directly and 7,950 unvested RSUs.

Why is the Form 4 considered neutral for investors?

The activity is an automatic RSU settlement with no open-market buying or selling, so it carries minimal signal value.

When will the remaining RSUs awarded to Edmund Reese fully vest?

They vest in three equal annual tranches, concluding on 07/01/2027.