[Form 4] Aviat Networks, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vertical Aerospace Ltd. (NYSE: EVTL) is launching a $60 million primary offering of ordinary shares, with a 30-day option for underwriters to purchase up to an additional $9 million. Based on the July 7, 2025 closing price of $6.87, the base deal implies issuance of roughly 8.7 million new shares, or ~10% dilution to the 84.7 million shares outstanding. Proceeds are earmarked for continued R&D of the VX4 eVTOL and new hybrid-electric variant, expansion of testing and certification infrastructure, and general corporate purposes.

The company reports a preliminary cash balance of £62 million ($79 million) as of 30 June 2025; management projects the new capital will extend its cash runway to mid-2026. Vertical remains pre-revenue and flagged a going-concern uncertainty stemming from recurring losses and high development spend.

Recent operational milestones include: (i) wing-borne flight of the second full-scale VX4 prototype in May 2025; (ii) expanded DOA scope from the UK CAA and cooperation agreement with EASA; and (iii) Bristow Group upsizing pre-orders to up to 100 VX4 aircraft. All 1,000+ pre-orders remain non-binding.

Capital structure highlights: 39.4 million shares underlying 10%/12% PIK convertible notes due 2028; 22.4 million outstanding public/private warrants; and significant employee equity reserves. The prospectus describes potential dilution from this financing, future equity needs, option/warrant exercises, and conversion of notes.

Positive

• $60 million equity raise materially extends cash runway toward mid-2026, reducing near-term liquidity risk.
• Regulatory momentum: CAA design-organisation approval scope expanded and cooperative certification framework agreed with EASA.
• Bristow partnership deepened—pre-order doubled to up to 100 VX4 aircraft, supporting future demand narrative.

Negative

• Going-concern warning: Management admits material uncertainty beyond mid-2026; further capital raises are likely.
• Shareholder dilution: Offering adds ~10% to basic share count, on top of large warrant and convertible overhang.
• All 1,000+ aircraft pre-orders are non-binding, limiting revenue visibility and increasing cancellation risk.
• Convertible notes and high-coupon debt (10% cash / 12% PIK) introduce leverage and potential future dilution of 39.4 million shares.

Insights

Financial Analyst

TL;DR: Financing improves liquidity to mid-2026 but adds ~10% dilution and does not resolve long-term funding gap.

Liquidity: The $60 million raise (~$56 million net est.) adds to £62 million cash, giving ~£105 million ($134 million) pro-forma liquidity. Management believes this funds operations into 2H-26, but certification and industrialisation costs likely exceed this horizon. Additional raises appear inevitable.

Dilution & overhang: Including the green-shoe, share count could rise to ~93 million. When combined with 39 million shares tied to convertibles and 22 million warrants, fully-diluted share count exceeds 150 million, pressuring future EPS potential.

Balance-sheet risk: The 10% / 12% PIK secured notes carry >$100 million fair-value liability and convert at a discount, limiting recovery for common shareholders if execution falters.

Impact: Liquidity boost is welcome, but transaction is largely defensive; rating: neutral.

Aerospace Industry Specialist

TL;DR: Fresh capital supports prototype build-out and CAA/EASA certification momentum—strategically positive for program timelines.

This raise funds critical 2025-26 milestones: five flying VX4s, two static test articles and first hybrid-electric demonstrator. Sustained cash runway underpins continued engagement with regulators (CAA, EASA) and Tier-1 partners. The Bristow MOU expansion to 100 units reflects improving industry confidence, though orders remain cancellable.

The company has met Flightpath 2030 checkpoints so far—design organisation approval, piloted thrust-borne flight, and now wing-borne flight. Scaling to production (target 2028 entry-into-service) still hinges on capital intensity, but today’s offering mitigates immediate funding risk and signals commitment to schedule.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Croke Gary

(Last) (First) (Middle)

AVIAT NETWORKS, INC.

200 PARKER DRIVE, SUITE C100A

(Street)

AUSTIN TX 78728

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVIAT NETWORKS, INC. [ AVNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP of Product and Innovation

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		A(1)		16,447	A	$0	45,340	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This represents a Restricted Stock Unit (RSU) grant. The RSU shares shall vest on an annual basis ratably over 3 years from date of grant.

Remarks:

	/s/ Peter Tomkie, as attorney-in-fact	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much capital is Vertical Aerospace (EVTL) raising in the July 2025 offering?

The company is offering ordinary shares for $60 million, with a 30-day option for underwriters to buy up to an additional $9 million.

What will EVTL use the offering proceeds for?

Management plans to fund R&D, prototype testing, certification activities and general working capital.

How does the raise affect EVTL's cash runway?

Pro-forma cash plus net proceeds are expected to fund operations through the middle of 2026.

What recent technical milestones has Vert​ical achieved?

In May 2025 the VX4 prototype completed its first wing-borne flight; CAA expanded its DOA in July 2024.

Will existing shareholders be diluted?

Yes. The base deal increases share count by ~10%. Additional dilution may arise from 39.4 M convertible-note shares and 22.4 M warrants.

What ticker and exchange do Vertical's shares trade on?

Vertical Aerospace trades on the New York Stock Exchange under the symbol EVTL.