CMTL Form 4: Chief Legal Officer's RSU vesting and tax withholding disclosed

Rhea-AI Filing Summary

Donald E. Walther, Chief Legal Officer of Comtech Telecommunications Corp (CMTL), had 5,882 restricted stock units vest on 08/11/2025. The filing states RSUs convert one-for-one into common shares and that 1,959 shares were withheld to satisfy federal, state and FICA taxes at a reported price of $1.99 per share.

After these transactions the filing reports Mr. Walther beneficially owned 30,074 shares of common stock. The 5,882 vested units are part of 17,648 RSUs originally issued on August 11, 2023. The form was signed by an attorney-in-fact on 08/13/2025.

Positive

• 5,882 restricted stock units vested, converting to common stock on a one-for-one basis as disclosed.
• Tax withholding was processed via the withholding of 1,959 shares to satisfy federal, state and FICA liabilities, showing customary administration of the vesting.

Negative

• Beneficial ownership was reduced by 1,959 shares due to tax withholding, lowering the reporting person\'s direct holdings to 30,074 shares.

Insights

Securities Analyst

Routine executive compensation vesting; tax withholding only, likely neutral to market.

The Form 4 discloses the vesting of 5,882 restricted stock units for Donald E. Walther on 08/11/2025 and the withholding of 1,959 shares to cover federal, state and FICA taxes at $1.99 per share. This appears to be a compensatory vesting event, not an open-market sale, and the filing reports a post-transaction direct beneficial ownership of 30,074 shares. Given the size and nature of the transaction, it is unlikely to be materially market-moving.

Corporate Governance Expert

Disclosure aligns with standard insider reporting and tax-withholding practices.

The reporting person is identified as Chief Legal Officer Donald E. Walther. The filing includes explicit explanations: RSUs convert one-for-one to common stock; 1,959 shares were withheld specifically for tax obligations; and 5,882 of the 17,648 RSUs issued on August 11, 2023 vested on the reported date. The form was executed by an attorney-in-fact, which is properly noted. There are no disclosures of additional sales, transfers, or changes in role in this filing.

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

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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 AZ 85226

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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 Par Value $.10 Per Share	08/11/2025		M		5,882	A	(1)	32,033	D
Common Stock Par Value $.10 Per Share	08/11/2025		F(2)		1,959	D	$1.99	30,074	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
Restricted Stock Units	(1)	08/11/2025		M			5,882	(3)	(3)	Common Stock Par Value $.10 Per Share	5,882	$0	84,392	D

Explanation of Responses:

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

2. The 1,959 reflected on this table represents the shares withheld to pay the Reporting Person's federal, state, and Federal Insurance Contributions Act ("FICA") tax.

3. This transaction represents the vesting of 5,882 of the 17,648 restricted stock units issued to the Reporting Person on August 11, 2023.

Remarks:

	/s/ Michael C. Shay, Attorney-in-Fact for Donald E. Walther	08/13/2025
	** 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

What did the Form 4 for Comtech (CMTL) report?

The Form 4 reports that Chief Legal Officer Donald E. Walther had 5,882 RSUs vest on 08/11/2025 and that 1,959 shares were withheld to pay federal, state and FICA taxes.

How many restricted stock units were vested in the CMTL filing?

The filing states 5,882 restricted stock units vested, and that those RSUs convert one-for-one into common shares.

How many shares were withheld for taxes and at what price?

1,959 shares were withheld to satisfy tax obligations, reported at a price of $1.99 per share.

What is Donald Walther\\'s beneficial ownership after the transaction?

The filing reports a post-transaction direct beneficial ownership of 30,074 shares of common stock.

When did the transaction occur and who signed the filing?

The transaction date is 08/11/2025 and the Form 4 was signed by Michael C. Shay, attorney-in-fact, for Donald E. Walther on 08/13/2025.