Comtech Telecommunications Corp. (NASDAQ: CMTL) reshapes debt with $10.0M advance and warrant put rights
Rhea-AI Filing Summary
Comtech Telecommunications Corp. entered into amendments to its senior and subordinated credit agreements on July 30, 2026. The senior Amendment No. 5 waives any excess cash flow prepayment that would have been payable for the fiscal year ended July 31, 2026, and specifies that 65% of a $10.0 million Advanced Payment under a June 14, 2026 Securities Purchase Agreement will be applied to prepay obligations under the amended senior facility. The subordinated Amendment No. 4 provides that 35% of the same $10.0 million Advanced Payment will be used to prepay obligations under the amended subordinated facility.
The company also amended previously issued lender warrants covering up to 1,435,884 shares of common stock at an exercise price of $0.10 per share, extending warrant holders’ cash Put Right (up to 50% of their warrants at 90% of the 30-day VWAP) to an additional trigger event, the Specified Permitted Individual Disposition. In connection with these changes, Comtech made voluntary prepayments of $6.5 million on its term loan and $3.5 million on its priority term loan on July 31, 2026, in addition to a scheduled $1.0 million principal payment, and its revolving loan facility remained fully repaid and undrawn.
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8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Advanced Payment: $10.0 million
Senior prepayment allocation: 65%
Subordinated prepayment allocation: 35%
+5 more
8 metrics
Advanced Payment
$10.0 million
Advance payment of purchase price under June 14, 2026 Securities Purchase Agreement
Senior prepayment allocation
65%
Portion of $10.0 million Advanced Payment applied to Amended Credit Agreement
Subordinated prepayment allocation
35%
Portion of $10.0 million Advanced Payment applied to Amended Subordinated Credit Agreement
Lender warrant shares
1,435,884 shares
Maximum common shares purchasable under lender warrants
Warrant exercise price
$0.10 per share
Exercise price of common stock purchase warrants expiring June 17, 2031
Warrant Put Right limit
50%
Maximum portion of amended lender warrants each holder may sell back for cash
Warrant repurchase pricing
90%
Percentage of 30-day volume-weighted average price used to set warrant repurchase price
Term loan voluntary prepayment
$6.5 million
Voluntary prepayment toward term loan under Amended Credit Agreement on July 31, 2026
Key Terms
excess cash flow prepayment, Term Loan Obligations, volume-weighted average price, Specified Permitted Individual Disposition, +2 more
6 terms
excess cash flow prepayment financial
"waive any excess cash flow prepayment that would have been payable"
Term Loan Obligations financial
"payment in full of all Term Loan Obligations (as defined in the Amended Credit Agreement)"
volume-weighted average price financial
"equal to 90% of the 30-day volume-weighted average price of the Common Stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Specified Permitted Individual Disposition financial
"in the case of the Specified Permitted Individual Disposition, one full trading day"
Put Right financial
"each of the Warrant Holders shall have the right (a “Put Right”)"
To put right means to fix a problem or make something conform to rules, contracts, or expectations, such as correcting an accounting error, repairing defective products, or resolving a regulatory breach. For investors, how a company puts things right matters because the speed, cost and thoroughness of the fix affect future profits, legal exposure and trust—think of it as a leak being repaired: the quicker and better the repair, the less damage to the house and its value.
revolving loan facility financial
"repaid the outstanding balance of its revolving loan facility, which remains undrawn"
A revolving loan facility is a flexible credit line a company can draw from, repay, and draw again as needed, similar to a business-sized credit card. It matters to investors because it provides short-term cash for operations, acquisitions, or unexpected expenses without issuing new shares, and its size, cost, and terms signal a company’s liquidity, borrowing capacity and financial resilience under stress.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What credit agreements did Comtech (CMTL) amend on July 30, 2026?
Comtech amended both its senior and subordinated credit agreements. Amendment No. 5 to the senior facility and Amendment No. 4 to the subordinated facility adjust prepayment mechanics tied to a $10.0 million Advanced Payment and waive a fiscal 2026 excess cash flow prepayment.
How is the $10.0 million Advanced Payment used under CMTL’s amended credit agreements?
The $10.0 million Advanced Payment from a June 14, 2026 Securities Purchase Agreement is split between the facilities. 65% is applied as a prepayment under the amended senior credit agreement and 35% is applied as a prepayment under the amended subordinated credit agreement.
What changes were made to Comtech (CMTL) lender warrants in July 2026?
Comtech amended lender warrants for up to 1,435,884 shares at $0.10 per share to expand the cash Put Right. Warrant holders may now sell up to 50% of their warrants for cash upon either a qualifying term loan refinancing or a Specified Permitted Individual Disposition.
What voluntary debt prepayments did Comtech (CMTL) make on July 31, 2026?
On July 31, 2026, Comtech made voluntary prepayments of $6.5 million on its term loan and $3.5 million on its priority term loan. It also paid $1.0 million of scheduled term loan principal, further reducing outstanding borrowings under its amended credit facilities.
What is the warrant Put Right described in Comtech’s (CMTL) 8-K?
Upon a qualifying refinancing or Specified Permitted Individual Disposition, each lender warrant holder has a Put Right to sell up to 50% of its amended warrants back to Comtech. The company must pay cash equal to 90% of the 30-day volume-weighted average price per underlying share.
What is the status of Comtech’s (CMTL) revolving loan facility as of this report?
Comtech had repaid the outstanding balance of its revolving loan facility in May 2026. As of the date referenced, the revolving facility remained fully repaid and undrawn, indicating no current borrowings under that line of credit.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported) | Commission File Number | |||||||
| Comtech Telecommunications Corp. | ||
| (Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
( | ||||||||
| (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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
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 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
Amended Credit Agreement
On July 30, 2026, Comtech Telecommunications Corp. (“Comtech” or the “Company”) entered into the Amendment No. 5 to Credit Agreement (the “Senior Amendment No. 5”) with the lenders party thereto, TCW Asset Management Company LLC, as administrative agent (the “Administrative Agent”), and Wingspire Capital LLC, as revolving agent (in such capacity, the “Revolving Agent” and, together with the Administrative Agent, the “Agents”) which amends that certain Credit Agreement, dated as of June 17, 2024 (the “Credit Agreement”), among the Company, the lenders party thereto and the Agents (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of October 17, 2024, that certain Waiver and Amendment No. 2 to Credit Agreement, dated as of March 3, 2025, that certain Amendment No. 3 to Credit Agreement, dated July 21, 2025, and that certain Consent and Amendment No. 4 to Credit Agreement, dated June 14, 2026 (the “Senior Consent and Amendment No. 4”), the “Existing Credit Agreement” and, as amended by the Senior Amendment No. 5, the “Amended Credit Agreement”).
The Senior Amendment No. 5 amends the Existing Credit Agreement to, among other things, (i) waive any excess cash flow prepayment that would have been payable for the fiscal year ended July 31, 2026, and (ii) make certain technical amendments regarding the application of a prepayment of outstanding obligations under the Amended Credit Agreement using sixty-five percent (65%) of the $10.0 million advance payment of the purchase price (the “Advanced Payment”) received under that certain Securities Purchase Agreement, dated June 14, 2026 (the “Purchase Agreement”), by and among Comtech, certain direct or indirect subsidiaries of Comtech named therein and Wavestream Corporation.
The foregoing description of the Senior Amendment No. 5 and the Amended Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Senior Amendment No. 5, a copy of which is attached to this Report as Exhibit 10.1 and is incorporated herein by reference.
Amended Subordinated Credit Agreement
On July 30, 2026, the Company entered into the Amendment No. 4 to Subordinated Credit Agreement (the “Subordinated Amendment No. 4”) with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the “Subordinated Agent”), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1 to Subordinated Credit Agreement, dated as of March 3, 2025, that certain Amendment No. 2 to Subordinated Credit Agreement, dated as of July 21, 2025, and that certain Amendment No. 3 to Subordinated Credit Agreement, dated June 14, 2026, the “Existing Subordinated Credit Agreement” and, as amended by the Subordinated Amendment No. 4, the “Amended Subordinated Credit Agreement;” the Amended Subordinated Credit Agreement, together with the Amended Credit Agreement, the “Credit Agreements”).
The Subordinated Amendment No. 4 amends the Existing Subordinated Credit Agreement to, among other things, make certain technical amendments regarding the application of a prepayment of outstanding obligations under the Amended Subordinated Credit Agreement using thirty-five percent (35%) of the $10.0 million Advanced Payment received under the Purchase Agreement.
The foregoing description of the Subordinated Amendment No. 4 and the Amended Subordinated Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Subordinated Amendment No. 4, a copy of which is attached to this Report as Exhibit 10.2, and is incorporated herein by reference.
Amendment to Warrant
Pursuant to the Senior Consent and Amendment No. 4, on July 30, 2026 the Company entered into an amendment (the “Warrant Amendment”) to those certain Common Stock Purchase Warrants, dated as of June 17, 2024 (the “Lender Warrants,” and as amended by the Warrant Amendment, the “Amended Lender Warrants”), initially issued by the Company to certain lenders (the “Warrant Holders”) party to the Credit Agreement.
As previously disclosed in the Company’s Current Report on Form 8-K filed on June 18, 2024 (the “June 2024 8-K”), the Lender Warrants entitle the Warrant Holders to purchase from the Company up to 1,435,884 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at any time and from time to time after the issue date and on or prior to the close of business on June 17, 2031, at an exercise price of $0.10 per share, subject to certain adjustments. A form of the Lender Warrant is filed with the SEC as Exhibit 4.1 to the June 2024 8-K.
Pursuant to the Amended Lender Warrants, upon the consummation of (x) a refinancing resulting in the payment in full of all Term Loan Obligations (as defined in the Amended Credit Agreement) on or before the Maturity Date (as defined in the Amended Credit Agreement) (a “Term Loan Refinancing”), or (y) the Specified Permitted Individual Disposition (as defined in the Amended Credit Agreement), each of the Warrant Holders shall have the right (a “Put Right”), by delivering a written notice to the Company (the “Optional Repurchase Notice”), to sell, and, upon exercise by any Warrant Holder of its Put Right, the Company shall have the obligation to purchase in cash, up to 50% of the Amended Lender Warrants held by such Warrant Holder. The purchase price per share for any such repurchased Amended Lender Warrants shall be equal to 90% of the 30-day volume-weighted average price of the Common Stock calculated as of the day immediately prior to the applicable Optional Repurchase Date (as defined below) in accordance with the terms of the Amended Lender Warrants. The purchase of Amended Lender Warrants as a result of the valid exercise by any Warrant Holder of its Put Right will occur on or before the later of (a) (x) in the case of a Term Loan Refinancing, the consummation of the applicable Term Loan Refinancing, and (y) in the case of the Specified Permitted Individual Disposition, one full trading day following the date such Warrant Holder delivers the Optional Repurchase Notice to the Company in accordance with the terms of the Amended Lender Warrants (each, an “Optional Repurchase Date”), and (b) the second business day after the date any physical certificate representing such Warrant is delivered to the Company. Prior to this amendment, the Put Right only applied to a refinancing resulting in the payment in full of all Term Loan Obligations on or before the Maturity Date, and not the consummation of the Specified Permitted Individual Disposition.
The foregoing description of the Warrant Amendment and the Amended Lender Warrants is not complete and is qualified in its entirety by the form of the Warrant Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the amendments, on July 31, 2026, Comtech made voluntary prepayments of $6.5 million toward the term loan under the Amended Credit Agreement and $3.5 million toward the priority term loan under the Amended Subordinated Credit Agreement. The $6.5 million prepayment related to the Amended Credit Agreement was in addition to Comtech repaying $1.0 million of scheduled term loan principal on July 31, 2026. As previously reported in Comtech’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2026, in May 2026 Comtech repaid the outstanding balance of its revolving loan facility, which remains undrawn as of the date hereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
4.1 | Form of First Amendment to Common Stock Purchase Warrant. | ||||
10.1 | Amendment No. 5 to Credit Agreement, dated as of July 30, 2026, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as administrative agent, and Wingspire Capital LLC, as revolving agent. | ||||
10.2 | Amendment No. 4 to Subordinated Credit Agreement, dated as of July 30, 2026, by and among Comtech Telecommunications Corp., as borrower, the guarantors named therein, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | ||||
SIGNATURES
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.
COMTECH TELECOMMUNICATIONS CORP.
Dated: August 3, 2026
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer