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

Rhea-AI Filing Summary

Aviat Networks disclosed the voluntary resignation of Senior Vice President and Chief Financial Officer Michael Connaway, effective after the company files its fiscal 2025 Form 10-K. The Board appointed Fredrickson as Interim Chief Financial Officer and the company will enter into an employment agreement providing a $10,000 monthly stipend in addition to his existing $250,000 annual base salary. He remains eligible for the Annual Incentive Plan with a 35% target bonus and the Long-Term Incentive Program. Fredrickson will receive a one-time $60,000 restricted stock unit award vesting after one year. The term runs until a permanent CFO is appointed; change-in-control and confidentiality provisions are included. A press release dated August 27, 2025 is attached as Exhibit 99.1.

Positive

• Transparent disclosure of interim CFO compensation and award terms, including stipend, base salary, bonus eligibility and RSU grant
• Continuity of leadership via appointment of an internal officer as Interim CFO reduces immediate operational disruption
• No related party transactions reported, simplifying governance review

Negative

• Incremental compensation and equity (monthly $10,000 stipend and $60,000 RSU) will increase near-term operating expenses and equity dilution
• Departure of the CFO introduces transition risk for financial reporting and investor communications until a permanent CFO is appointed

Insights

Financial Analyst

TL;DR: Temporary leadership change with disclosed compensation; modest direct financial impact but creates near-term execution risk.

The filing provides clear, quantifiable terms for the interim CFO arrangement: a $10,000 monthly stipend, continuation of a $250,000 base salary, eligibility for a 35% target bonus, and a $60,000 RSU award vesting in one year. These items represent defined incremental compensation and equity expense that will affect operating expenses and equity dilution modestly. The departure of the CFO creates transition risk for financial reporting and capital markets communications until a permanent CFO is appointed, though the appointment of an experienced internal officer as interim supports continuity.

Corporate Governance Expert

TL;DR: Governance disclosure is standard and transparent; change-in-control and confidentiality protections are typical.

The company disclosed material terms of the employment agreement and confirmed there are no related party transactions. The inclusion of change-in-control vesting and post-employment confidentiality obligations aligns with common governance practices for senior finance officers. The filing notes termination rights for cause and non-renewal conditions, which preserves board flexibility. Overall, disclosure appears complete for an 8-K reporting an interim appointment and an executive departure.

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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): August 25, 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 2.02 Results of Operations and Financial Condition

On August 27, 2025, Aviat Networks, Inc. (the “Company” or “Aviat”) issued a press release reporting preliminary financial results for the fiscal year ended June 27, 2025. These figures are preliminary, unaudited and subject to change pending the filing of the Annual Report on Form 10-K for the fiscal year ended June 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

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

Appointment of Interim Chief Financial Officer

On August 27, 2025, Aviat Networks, Inc. (the “Company” or “Aviat”) announced the appointment of Andrew M. Fredrickson as the Company’s Interim Chief Financial Officer effective after the Company files their Form 10-K for fiscal year 2025.

Mr. Fredrickson (age 35) has extensive experience in corporate development, strategy execution, capital markets, and investor relations. Mr. Fredrickson joined Aviat in 2022 as the Company’s Director of Corporate Development and Investor Relations. In 2025, Mr. Fredrickson became the Vice President of Corporate Finance of the Company where he leads the corporate development, investor relations, and treasury functions globally.

Before joining Aviat, from 2019 until he joined Aviat in 2022, Mr. Fredrickson held various strategy roles at JELD-WEN, a global manufacturer of building products. From 2014 until 2017, Mr. Fredrickson worked as an investment analyst at The Motley Fool. He began his career in investment banking at William Blair in 2012. He holds an MBA from Duke University's Fuqua School of Business and a Bachelor of Science from the University of Virginia. 

The Company will enter into an employment agreement with Mr. Fredrickson in connection with his appointment as Interim Chief Financial Officer (the “Employment Agreement”). This description of the Employment Agreements is qualified in its entirety by the final terms of the Employment Agreement, a form of which is expected to be filed with the Company’s next Current Report on Form 10-Q.

The Employment Agreement provides for a monthly stipend of $10,000 in addition to Mr. Fredrickson’s annual base salary (which is $250,000 per year for his position as Vice President Corporate Finance), subject to review and adjustment by the Company’s Board of Directors (the “Board”). Mr. Fredrickson will remain eligible to participate in the Company’s Annual Incentive Plan with a current target annual bonus of 35% of base salary, based upon achievement of the same performance objectives, floors and caps determined by the Board for the Annual Incentive Plan for executives generally. Mr. Fredrickson is also eligible to participate in the Company’s Long-Term Incentive Program.

Mr. Fredrickson will receive a one-time award of $60,000 of restricted stock units pursuant to the Company’s equity-based incentive plan, with a one year vesting period, with the applicable vesting date for such awards on the first anniversary of his start date of his service as Interim Chief Financial Officer.

The original term of the Employment Agreement is from the date the Company files the fiscal year 2025 Form 10-K until the appointment by the Board of a permanent Chief Financial Officer, subject to extension thereof unless timely notice of non-renewal is given by either the Company or Mr. Fredrickson. The Company may terminate Mr. Fredrickson’s employment with or without Cause (as defined within the Employment Agreement) at any time.

In the event that Mr. Fredrickson’s employment as Interim Chief Financial Officer terminates due to non-renewal of the Employment Agreement, Mr. Fredrickson will not be entitled to any compensation or benefits from the Company other than those earned through the date of termination of employment. If, within the three (3) months preceding or the twelve (12) months following any “change in control” (as defined within the Employment Agreement), Mr. Fredrickson experiences a Qualifying Termination (as defined within the Employment Agreement) and signs a general release of claims in favor of the Company, Mr. Fredrickson will be entitled to all of Mr. Fredrickson’s outstanding equity awards fully vesting (with performance awards vesting based on actual performance (if determinable) or target).

The Employment Agreement mandates that Mr. Fredrickson’s confidentiality obligations continue even after Mr. Fredrickson’s termination of employment.

The selection of Mr. Fredrickson to serve as the Company’s Interim Chief Financial Officer was not pursuant to any arrangement or understanding with any other person. Mr. Fredrickson does not have a family relationship with any of the officers or directors of the Company.

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Departure of Chief Financial Officer

On August 25, 2025, Michael Connaway, Senior Vice President and Chief Financial Officer of the Company, notified the Company of his voluntary resignation from his position, such resignation to be effective after the Company files its Form 10-K for fiscal year 2025.

Item 7.01 Regulation FD Disclosure.

On August 27, 2025, the Company issued a press release regarding the appointment of Mr. Fredrickson. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
99.1			Press Release dated August 27, 2025
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: August 27, 2025

By:

/s/ Peter A. Smith

Name:

Peter A. Smith

Title:

Chief Executive Officer

FAQ

Why did Aviat Networks (AVNW) file this Form 8-K?

To disclose the voluntary resignation of CFO Michael Connaway and the appointment of Fredrickson as Interim Chief Financial Officer with terms of his employment agreement.

What compensation will Interim CFO Fredrickson receive?

Fredrickson will receive a $10,000 monthly stipend in addition to his $250,000 annual base salary, eligibility for a 35% target annual bonus, and a one-time $60,000 restricted stock unit award vesting after one year.

When does the CFO resignation take effect?

Michael Connaway's resignation is effective after the company files its fiscal 2025 Form 10-K.

Are there change-in-control protections for the interim CFO?

Yes. If a qualifying termination occurs within three months before or twelve months after a change in control, outstanding equity awards will fully vest (performance awards at actual or target if actual is not determinable) upon a signed release.

Did the company report any related party transactions with this appointment?

No. The filing states there are no related party transactions reportable under the referenced rules.