[8-K] Comtech Telecommunications Reports Material Event

Rhea-AI Filing Summary

Comtech Telecommunications appointed Lloyd A. Sprung as an independent director. Mr. Sprung, age 55, is founder and Managing Member of LAS Advisors and brings extensive corporate finance, capital markets and restructuring experience from prior senior roles at UBS, Evercore, Miller Buckfire and Merrill Lynch. The Board determined he meets Nasdaq independence standards and assigned him to the Audit Committee and the Strategic Review Committee. His appointment satisfies the Companys obligation to appoint an independent director as required under the Credit Agreement dated June 17, 2024. He will receive standard non-employee director compensation described in the Companys proxy and will enter into the Companys standard indemnification agreement. A press release announcing the appointment was filed as Exhibit 99.1.

Positive

• Appointment satisfies Credit Agreement obligation with TCW Asset Management Company LLC, removing a compliance requirement
• Experienced finance and restructuring professional added with senior roles at UBS, Evercore, Miller Buckfire and Merrill Lynch
• Board committees assignment to Audit and Strategic Review Committees aligns with his expertise
• No related-party transactions disclosed and compensation follows standard proxy arrangements, reducing potential conflicts

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Appointment fills a contractual requirement and adds senior finance expertise to the board.

The selection of Mr. Sprung appears targeted to satisfy a specific contractual requirement with the Administrative Agent and to strengthen board capabilities in finance and restructuring. His background at major advisory firms is directly relevant to oversight of complex capital structures and strategic reviews. Service on the Audit and Strategic Review Committees aligns with his experience, which may provide practical benefits in creditor negotiations and strategic options. The absence of related-party transactions and the use of standard compensation and indemnification forms reduce governance concerns.

Financial Analyst

TL;DR: Materiality is limited but meaningful due to the Credit Agreement obligation being satisfied.

From a financial perspective, the appointment is material primarily because it fulfills an explicit covenant under the Credit Agreement dated June 17, 2024, removing a potential compliance risk. There is no disclosed equity or compensation arrangement beyond standard proxy-described fees, and no transactions requiring Item 404 disclosure, which suggests limited near-term financial impact. The addition of an advisor with private debt and restructuring experience could influence the companys dealings with lenders and strategic review outcomes.

FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972025-08-182025-08-18

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

August 18, 2025						0-7928
Date of Report (Date of earliest event reported)						Commission File Number

(Exact name of registrant as specified in its charter)

Delaware						11-2139466
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

305 N 54th Street,

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(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 exchange on which registered

Common Stock, par value $0.10 per share

CMTL

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 of this chapter).

☐ Emerging growth company

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.

Appointment of Director

On August 18, 2025, the Board of Directors (the “Board”) of Comtech Telecommunications Corp. (“Comtech” or the “Company”) appointed Mr. Lloyd A. Sprung as an independent director. Mr. Sprung, 55, is the Managing Member of LAS Advisors, an independent financial and strategic advisory firm he founded in January 2024. He previously served as Managing Director at UBS from August 2017 to December 2023, during which he led the Private Debt Advisory practice. Prior to this, he served as Senior Managing Director at Evercore from April 2011 to May 2017, Managing Director at Miller Buckfire from 2001 to 2010 and previously Vice President at Merrill Lynch. Mr. Sprung obtained his Bachelor of Arts degree in Economics from University of Pennsylvania and Masters in Business Administration as a Baker Scholar from Harvard Business School.

Mr. Sprung’s extensive corporate finance, capital markets and restructuring experience qualifies him to serve on the board. His appointment satisfies the Company’s obligation to appoint an independent director mutually agreed by the Company and TCW Asset Management Company LLC (the “Administrative Agent”) as required by its Credit Agreement, dated June 17, 2024, and subsequently amended.

The Board has determined that Mr. Sprung qualifies as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. Mr. Sprung will serve on the Audit Committee and the Strategic Review Committee of the Board.

There are no other arrangements or understandings between Mr. Sprung and any other persons pursuant to which Mr. Sprung was selected as a director, and there are no transactions in which Mr. Sprung has an interest which require disclosure under Item 404(a) of Regulation S-K. Mr. Sprung will receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on November 27, 2024, for non-employee directors, as amended. In connection with his appointment, Mr. Sprung and the Company will enter into an Indemnification Agreement in the same form as the Form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 13, 2024.

On August 18, 2025 the Company issued a press release announcing the appointment of Mr. Sprung, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release, dated August 18, 2025, issued by Comtech Telecommunications Corp.
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated:    August 18, 2025

By:    /s/ Michael A. Bondi    
Name:    Michael A. Bondi
Title:    Chief Financial Officer

FAQ

Who was appointed to Comtechs board and what is his background?

The Board appointed Lloyd A. Sprung, age 55, founder and Managing Member of LAS Advisors, formerly Managing Director at UBS and senior roles at Evercore, Miller Buckfire and Merrill Lynch.

Why is Lloyd Sprungs appointment material for CMTL?

The appointment satisfies the Companys obligation to appoint an independent director as required by the Credit Agreement dated June 17, 2024, addressing a contractual requirement.

Which Board committees will Mr. Sprung join at Comtech (CMTL)?

Mr. Sprung will serve on the Audit Committee and the Strategic Review Committee of the Board.

Will Mr. Sprung receive special compensation or have related-party transactions?

No special arrangements were disclosed; he will receive compensation under the standard non-employee director plan described in the Companys proxy, and no transactions requiring disclosure under Item 404 were reported.

Did Comtech file a press release about the appointment?

Yes, the Company issued a press release announcing the appointment, which is filed as Exhibit 99.1 and incorporated by reference.