Were the Comtech (CMTL) RSU transactions for Donald E. Walther compensation-related?

Yes. The Form 4 and footnotes describe vesting of previously granted restricted stock units and related tax withholding. These are standard compensation-related equity events rather than discretionary open-market purchases or sales of Comtech common stock.

Comtech (CMTL) CLO vests RSUs, uses 10,475 shares to cover tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Comtech Telecommunications Chief Legal Officer Donald E. Walther reported routine equity compensation activity in the form of restricted stock unit (RSU) vesting and related tax withholding. On April 28, 2026, RSUs converted into a total of 30,671 shares of common stock at no exercise price.

To cover federal, state and Federal Insurance Contributions Act (FICA) tax obligations, 10,475 shares of common stock were disposed of through tax-withholding transactions at a reference price of $3.52 per share, rather than through open-market sales. After these transactions, Walther directly owned 43,555 shares of Comtech common stock.

Insider Trade Summary

30,671 shares exercised/converted

Mixed 6 txns

Insider Walther Donald E.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,685	$0.00	--
Exercise	Restricted Stock Units	28,986	$0.00	--
Exercise	Common Stock Par Value $.10 Per Share	1,685	$0.00	--
Tax Withholding	Common Stock Par Value $.10 Per Share	576	$3.52	$2K
Exercise	Common Stock Par Value $.10 Per Share	28,986	$0.00	--
Tax Withholding	Common Stock Par Value $.10 Per Share	9,899	$3.52	$35K

Holdings After Transaction: Restricted Stock Units — 173,669 shares (Direct, null); Common Stock Par Value $.10 Per Share — 44,131 shares (Direct, null)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. The 576 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax. The 9,899 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax. This transaction represents the vesting of 1,685 of the 5,055 restricted stock units issued to the Reporting Person on April 28, 2023. This transaction represents the vesting of 28,986 restricted stock units issued to the Reporting Person on April 28, 2023.

Key Figures

RSUs vested into common stock: 30,671 shares Shares withheld for tax: 10,475 shares Tax withholding price: $3.52 per share +5 more

8 metrics

RSUs vested into common stock 30,671 shares Total RSUs converting to common stock on April 28, 2026

Shares withheld for tax 10,475 shares Shares delivered to cover federal, state and FICA tax

Tax withholding price $3.52 per share Reference price for tax-withholding dispositions

Shares owned after transactions 43,555 shares Directly owned Comtech common stock following Form 4 events

Large RSU tranche vested 28,986 units Restricted stock units issued April 28, 2023 that vested

Additional RSUs vested 1,685 units Portion of 5,055 RSUs from April 28, 2023 grant that vested

Tax-withholding entries 2 transactions F-code dispositions totaling 10,475 shares

Derivative exercises 2 transactions M-code exercises of RSUs into common stock

Key Terms

Restricted stock units, Federal Insurance Contributions Act ("FICA") tax, tax-withholding disposition, Exercise or conversion of derivative security, +1 more

5 terms

Restricted stock units financial

"This transaction represents the vesting of 1,685 of the 5,055 restricted stock units issued"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Federal Insurance Contributions Act ("FICA") tax financial

"represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 04:44 PM

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^*

Walther Donald E.

(Last)

(First)

(Middle)

305 N 54TH STREET

(Street)

CHANDLER

ARIZONA

85226

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
COMTECH TELECOMMUNICATIONS CORP /DE/ [ CMTL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Par Value $.10 Per Share	04/28/2026		M		1,685	A	⁽¹⁾	44,131	D
Common Stock Par Value $.10 Per Share	04/28/2026		F⁽²⁾		576	D	$3.52	43,555	D
Common Stock Par Value $.10 Per Share	04/28/2026		M		28,986	A	⁽¹⁾	72,541	D
Common Stock Par Value $.10 Per Share	04/28/2026		F⁽³⁾		9,899	D	$3.52	62,642	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/28/2026		M			1,685	⁽⁴⁾	⁽⁴⁾	Common Stock Par Value $.10 Per Share	1,685	$0	173,669	D
Restricted Stock Units	⁽¹⁾	04/28/2026		M			28,986	⁽⁵⁾	⁽⁵⁾	Common Stock Par Value $.10 Per Share	28,986	$0	144,683	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The 576 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax.

3. The 9,899 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax.

4. This transaction represents the vesting of 1,685 of the 5,055 restricted stock units issued to the Reporting Person on April 28, 2023.

5. This transaction represents the vesting of 28,986 restricted stock units issued to the Reporting Person on April 28, 2023.

Remarks:

	/s/ Michael C. Shay, Attorney-in-Fact for Donald E. Walther	04/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Comtech (CMTL) report for Donald E. Walther?

Comtech reported that Chief Legal Officer Donald E. Walther had restricted stock units vest into 30,671 shares of common stock, with a portion of those shares withheld to satisfy tax obligations, all recorded as routine compensation-related transactions rather than open-market trades.

How many Comtech (CMTL) shares were withheld for taxes in this Form 4?

A total of 10,475 Comtech common shares were withheld for taxes. Footnotes specify 9,899 shares and 576 shares were used to pay federal, state and FICA tax associated with the RSU vesting on April 28, 2026.

Did Comtech’s Chief Legal Officer sell shares on the open market in this filing?

The filing shows no open-market sales. Instead, it records tax-withholding dispositions, where 10,475 shares were delivered back to the company at $3.52 per share to cover income and FICA tax from RSU vesting.

How many Comtech (CMTL) shares does Donald E. Walther own after these transactions?

After the reported RSU vesting and tax-withholding transactions, Donald E. Walther directly owns 43,555 shares of Comtech common stock, according to the post-transaction ownership figure disclosed in the Form 4 non-derivative table.

What is the nature of the RSUs reported in Comtech (CMTL) Chief Legal Officer’s Form 4?

The RSUs convert into common stock on a one-for-one basis. The filing notes vesting of 28,986 RSUs and 1,685 of 5,055 RSUs originally granted on April 28, 2023, which then became common shares on April 28, 2026.