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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): September 18, 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 4.01 Changes in Registrant's Certifying Accountants
The Audit Committee of the Board of Directors of Aviat Networks, Inc. (the “Company”) undertook a competitive selection process to determine the Company’s independent registered public accounting firm for the current fiscal year ending June 26, 2026. On September 18, 2025, the Audit Committee of Board of Directors of the Company (the “Committee”) approved the engagement of Grant Thornton LLP (“Grant Thornton”) as its independent registered public accounting firm for the fiscal year ending June 26, 2026, subject to approval of shareholders at the Company’s annual shareholder meeting. At the same time, the Committee approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as independent registered public accounting firm of the Company effective September 18, 2025. This change was not a result of any disagreement between the Company and Deloitte.
The reports of Deloitte on the Company's financial statements for the past two fiscal years ended June 28, 2024, and June 27, 2025, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for each of the two fiscal years ended June 28, 2024 and June 27, 2025, and in the subsequent interim period through September 18, 2025, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference to the matter in their report, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company has requested Deloitte to furnish it with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated September 19, 2025 is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended June 28, 2024 and June 27, 2025 and the subsequent interim period through September 18, 2025, neither the Company nor anyone on its behalf has consulted with Grant Thornton LLP regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 16.1 | September 19, 2025 Letter to Commission from Deloitte & Touche LLP |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 19, 2025 | | By: | | /s/ Peter A. Smith |
| | | | Name: | | Peter A. Smith |
| | | | Title: | | Chief Executive Officer |
